Vancouver, British Columbia// — Asante Gold announced that it has agreed 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 97,500,000 common shares in the capital of the Company for C$1.60 per Common Share (the Offering Price) for aggregate gross proceeds of C$156,000,000 (the “Brokered Offering”).
In addition, the Company has also granted the Underwriters an option, exercisable in whole or in part up to 48 hours before 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 C$23,400,000.
The Company intends to use the net proceeds of the Brokered Offering, together with the proceeds of the Non-Brokered Offering, 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 January 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 United States Securities Act of 1933, as amended (the “U.S. Securities Act”); 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 agreed 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 C$13,800,000 (the “Non-Brokered Offering” and, together with the Brokered Offering, the “Offerings”).
The Non-Brokered Offering is anticipated to close on or about January 30, 2026. Completion of the Non-Brokered Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary 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 (“MI 61-101”).
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% of the Company’s market capitalization as calculated in accordance with MI 61-101.
The securities offered pursuant to the Offerings have not been, nor will they be, registered under the U.S. Securities Act, or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from such registration requirements.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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 October 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 US$30 million (the “Accordion”). 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 some 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 US$90 million by no later than January 15, 2026, to maintain minimum liquidity of US$40 million, 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+ (www.sedarplus.ca) under the Company’s issuer profile.
