Mr. Dave Anthony reports
ASANTE GOLD INCREASES PREVIOUSLY ANNOUNCED BOUGHT DEAL PRIVATE PLACEMENT TO C$156 MILLION
Asante Gold Corp. has entered into an agreement with BMO Capital Markets, pursuant to which BMO has agreed to act as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, to increase the size of the previously announced bought deal private placement to an aggregate of 97.5 million common shares in the capital of the company at a price of $1.60 per common share for aggregate gross proceeds of $156-million.
In addition, the company has also granted the underwriters an option, exercisable in whole or in part up to 48 hours prior to the closing date of the brokered offering, to purchase up to an additional 14,625,000 common shares at the offering price for additional gross proceeds of up to $23.4-million.
The company intends to use the net proceeds of the brokered offering, together with the proceeds of the non-brokered offering (as defined below), for continued development and growth expenditures at the Bibiani and Chirano mines, and for general working capital purposes.
The brokered offering is anticipated to close on or about Jan. 6, 2026, or such other date as the company and the underwriters may agree. Completion of the brokered offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals for the brokered offering, including the acceptance of the TSX Venture Exchange.
The common shares will be offered: (a) by way of private placement in each of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the U.S. Securities Act of 1933, as amended; and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The common shares issued pursuant to the brokered offering will be subject to a four-month statutory hold period pursuant to applicable Canadian securities laws.
Non-brokered private placement
The company is also pleased to announce that it has entered into an agreement with Malik Easah, the executive chairman of the company, pursuant to which it has agreed to sell to Mr. Easah, on a non-brokered private placement basis, an aggregate of 8,625,000 common shares at the offering price for aggregate gross proceeds of $13.8-million.
The non-brokered offering is anticipated to close on or about Jan. 30, 2026. Completion of the non-brokered offering is subject to certain conditions, including, but not limited to, the receipt of all necessary and regulatory approvals for the non-brokered offering, including the acceptance of the TSX Venture Exchange.
The common shares issued pursuant to the non-brokered offering will be subject to a four-month statutory hold period pursuant to applicable Canadian securities laws.
The non-brokered offering constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the non-brokered offering in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities issued to the related party, nor the fair market value of the consideration for the securities issued to the related party exceeds 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101.
Agreement to access accordion
Further to the company's disclosure in its recently filed management's discussion and analysis for the three and nine months ended Oct. 31, 2025, the company is also pleased to announce that it has reached an agreement with its senior lenders under the company's existing senior debt facility to access the accordion feature under the term loan facility to increase total commitments by $30-million (U.S.). GCB Bank PLC is envisaged to be the provider of the accordion, with closing anticipated to be concurrent with the closing of the brokered offering. Completion of the accordion is subject to a number of conditions customary for a transaction of this nature, and the company has agreed to certain undertakings, including to complete an equity raise for gross proceeds of not less than $90-million (U.S.) by no later than Jan. 15, 2026, to maintain minimum liquidity of $40-million (U.S.) and to satisfy certain performance tests. The above summary of the key terms of the accordion is qualified in its entirety by the full text of such agreement, a copy 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 TSX Venture Exchange, the Ghana Stock Exchange and the OTCQX Best Market. 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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