Mr. Dave Anthony reports

ASANTE SIGNS DEFINITIVE AGREEMENTS TO UNLOCK APPROXIMATELY $500M OF FINANCING PROCEEDS

Asante Gold Corp. has entered into the key definitive agreements for the company's previously announced financing plans and a restructuring agreement with Kinross Gold Corp. All amounts are in U.S. dollars unless otherwise indicated.

The agreements encompass a senior debt facility in the amount of $150-million, a subordinated debt facility in the amount of $125-million (the mezzanine facility) and a gold stream financing in the amount of $50-million. Along with the $237-million (Canadian) bought deal private placement of subscription receipts completed on July 7, 2025, and a further anticipated $10-million non-brokered private placement of common shares of the company, the company expects to receive approximately $500-million in total gross proceeds in August, 2025 (see "Anticipated closing timeline" below). The material terms of the financing package (see "Financing package summary" below) are consistent with the company's news releases dated June 17, 2025, and July 7, 2025.

The company intends to use the net proceeds of the financing package for development and growth expenditures at the Bibiani and Chirano mines in Ghana, satisfaction of a cash payment due to Kinross, the retirement of short-term liabilities, and general working capital purposes.

Anticipated closing timeline

The company expects the financing package to close in two stages as certain conditions precedent (CPs) are satisfied.

The first stage, the components of which are anticipated to close by Aug. 15, 2025, will include approximately $350-million of financing consisting of: (i) the release of the net proceeds being held in escrow in connection with the $237-million (Canadian) brokered private placement; (ii) the $125-million mezzanine facility; (iii) the $50-million gold stream; (iv) the $10-million non-brokered private placement; and (v) a $5M utilization of the senior debt facility. The Kinross restructuring is expected to be completed concurrent with the release of the net proceeds being held in escrow in connection with the brokered private placement, which is expected to occur in advance of drawdown under the senior debt facility, mezzanine facility and gold stream.

The second stage, anticipated to close by the end of August, 2025, will encompass a second utilization and the full availability of the remaining $145-million capacity under the senior debt facility.

Financing package summary

$237-million (Canadian) brokered private placement

The financing package includes the previously completed bought deal private placement of an aggregate of 163.3 million subscription receipts of the company at a price of $1.45 (Canadian) per subscription receipt for aggregate gross proceeds of approximately $237-million (Canadian). Each subscription receipt entitles the holder thereof to receive one common share upon the satisfaction or waiver of certain escrow release conditions, principally being the fulfillment of the CPs to the first drawdown under the definitive agreements comprising a financing package (being a facility agreement in respect of a senior secured debt facility, 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). The company expects that these escrow release conditions will be fulfilled in the first stage of closing as noted above and the net proceeds being held in escrow to be released to the company.

$150-million senior debt facility

The company has entered into a senior facilities agreement providing for the senior debt facility, which consists of a term loan in the amount of $130-million and a revolving credit facility (RCF) in the amount of $20-million. The term loan will have a five-year term, with an 18-month grace period and principal amortization over the following 42 months, initially bearing interest at a rate of SOFR (secured overnight financing rate) plus 6.50 per cent, subject to reduction upon the achievement of certain operational milestones. The RCF will have a three-year term and will bear interest at a rate of SOFR plus 4.50 per cent.

FirstRand Bank Ltd. (acting through its Rand Merchant Bank division) (RMB) is acting as initial mandated lead arranger, underwriter and bookrunner and is anchoring the senior debt facility with a $60-million commitment. Appian Capital Advisory Ltd. and Ecobank Ghana PLC are acting as lead arrangers with $40-million and $35-million commitments, respectively, with Fidelity Bank Ghana Ltd. acting in a lender role with a $15-million commitment. The senior debt facility contains an accordion feature for a further $30-million increase at a later date.

The senior debt facility agreement includes customary financial and debt servicing covenants and upfront and standby fees. Drawdown under the senior debt facility remains subject to the satisfaction of a number of CPs customary for a facility of this nature. Drawdown under the second utilization will include the execution of a downside price protection program.

$125-million mezzanine facility

The company has entered into a mezzanine facility agreement providing for a $125-million mezzanine facility. The mezzanine facility includes investments from Appian and Helikon Investments in the amounts of $75-million and $50-million, respectively, with a maturity of seven years and an interest rate of SOFR plus 9.75 per cent. During the first 24 months of the term of the mezzanine facility, Asante will have the option to satisfy interest payments in cash or payment in kind, providing the company with additional flexibility to manage its cash position. The mezzanine facility will be repaid in 20 equal quarterly instalments, subject to compliance with certain distribution tests as defined under the mezzanine facility agreement.

The mezzanine facility agreement includes customary financial and debt servicing covenants and upfront and standby fees. Drawdown under the mezzanine facility remains subject to the satisfaction of customary CPs for a facility of this nature.

$50-million gold stream

The company has entered into gold purchase and sale agreements with Appian providing for the $50-million gold stream, pursuant to which the company will sell 1.50 per cent of payable gold sold from the Bibiani mine and the Chirano mine at 20 per cent of the prevailing market price for 24 months. Thereafter, the gold stream will increase to 2.25 per cent until certain delivery thresholds are met, at which point the gold stream will be reduced to 0.30 per cent. The gold stream agreements include a provision for Asante to buy back the gold stream, subject to certain timing and return thresholds being met.

The gold stream agreements include customary financial and debt servicing covenants. Completion of the gold stream remains subject to a number of CPs customary for a transaction of this nature.

$10-million non-brokered private placement

Concurrent with the closing of the mezzanine facility and the gold stream, the company intends to complete a non-brokered private placement with Appian of 9,484,828 common shares at a price equal to the U.S.-dollar equivalent of $1.45 per common share for aggregate gross proceeds to the company of $10-million.

In consideration for Appian's $175-million participation in the financing package, the company will issue, prior to the closing date of the first stage of the financing package, approximately 16,180,864 common share purchase warrants to Appian, with each Appian warrant being exercisable, subject to adjustment, to acquire one common share at an exercise price of $1.67 (Canadian) per common share for a period of four years from the date of issuance thereof, subject to certain acceleration provisions.

Kinross restructuring

In connection with the financing package, the company and Kinross have entered into a definitive agreement to restructure certain obligations owing to Kinross. Pursuant to the Kinross agreement: (i) the company will make a cash payment to Kinross of approximately $53-million; (ii) the company will issue 36,927,650 common shares to Kinross at a deemed price of $1.45 (Canadian) per common share: and (iii) the company will issue a secured convertible debenture to Kinross in a principal amount of approximately $80-million. The convertible debenture will have a maturity date of seven years from the date of issuance and bear interest at a rate of 3.0 per cent per annum (paid in kind). The convertible debenture will be convertible for a period of five years from the date of issuance at a conversion price of $1.81 (Canadian) per common share. For the final two years prior to the maturity date, an interest rate of a 5.0-per-cent margin above a base rate (paid in kind) will apply, with no conversion feature. Upon completion of the foregoing payments, Kinross will relinquish its existing security interest in the downstream entities that own the Chirano mine in favour of a security package that is the same as, but subordinate to, that held by company's senior lenders, as described below. The company has also agreed to provide a commitment of $10-million in relation to an environmental guarantee for the Chirano mine that is currently being provided by Kinross, which has been secured from First National Bank Ghana Ltd. (a subsidiary of FirstRand Group).

Security package

The company's obligations under the senior debt facility, the mezzanine facility, the gold stream and the convertible debenture will be guaranteed by Asante and secured by certain assets of the company and its subsidiaries, including the Chirano mine and Bibiani mine. The secured obligations will rank in the following order of priority: the senior debt facility, the mezzanine facility, the gold stream and the convertible debenture.

The common shares to be issued to Kinross, the convertible debenture (including any common shares issued upon conversion thereof), the common shares to be issued to Appian and the Appian warrants (including any common shares issued upon exercise thereof) will be subject to a statutory four-month hold period pursuant to applicable Canadian securities laws.

The above summary of the key terms of the agreements is qualified in its entirety by the full text of such agreements, copies of which will be available on SEDAR+ under the company's issuer profile.

About Asante Gold Corp.

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 experience 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.

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