Mr. Dave Anthony reports

ASANTE ANNOUNCES $525 MILLION FINANCING PACKAGE

Asante Gold Corp. has provided an update on a planned financing package of $525-million to fully finance its growth plans and recapitalize its short-term liabilities. The financing package is planned in two stages and is expected to include the previously announced $100-million equity private placement plus $425-million of additional financing transactions, including a comprehensive refinancing agreement with Kinross Gold Corp., issuance of senior debt, Ghanaian bond and gold stream agreements.

"Completion of this comprehensive financing package will mark a breakthrough moment in Asante's history. It will transform our balance sheet and support execution of our growth plan to achieve gold production above 500,000 ounces per year by 2028, at significantly lower all-in sustaining costs," stated Dave Anthony, Asante's president and chief executive officer. "We look forward to welcoming our new Ghanaian and international financing partners, who recognize the unique opportunity we have to establish Bibiani-Chirano as Africa's next Tier 1 gold district, against the backdrop of a historic gold bull market."

Highlights:

• Financing package of $525-million to fully finance growth plans and balance sheet needs, including:
  • Bibiani: pit expansion, sulphide plant, community resettlement, underground mine development;
  • Chirano: mobile equipment, underground development and expansion, plant upgrades;
  • Kinross: refinancing to include equity conversion and deferral of amounts owed;
  • Settlement of other short-term liabilities;
• Stage 1: $325-million in financing expected to be completed by the end of 2024, including:
  • $100-million equity private placement, as previously announced;
  • $100-million (approximately) Kinross refinancing, including increased shareholding in Asante to 9.9 per cent;
  • $75-million local currency, dollar-linked bond funded by strategic Ghanaian institutions;
  • $50-million syndicated gold stream facility;
• Stage 2: $200-million in financing expected to be completed in early 2025, including:
  • $150-million senior debt facility, to be arranged by FirstRand Bank Ltd. (acting through its Rand Merchant Bank division (RMB)) as initial mandated lead arranger and bookrunner;
  • $50-million standby equity commitment from a strategic investor.

Endeavour Financial is acting as the company's financial adviser in connection with the financing package. Completion of the transactions disclosed in this news release remain subject to, among other things, the negotiation and execution of definitive agreements, the completion of satisfactory due diligence by certain counterparties and receipt of requisite stock exchange approvals.

Investors are invited to register for a live, interactive webinar to discuss the technical report results at 8 a.m. PT/11 a.m. ET on Monday, Nov. 4, to be hosted by CEO Mr. Anthony and chief financial officer David Wiens on-line.

Stage 1 financing: $325-million

The company plans to close $325-million of the financing package by the end of 2024. The Stage 1 financing is expected to enable progression of all key capital projects at Asante's operating mines, including completion of the sulphide treatment plant (Bibiani), advancement of open-pit stripping, community resettlement (Bibiani), underground development (Bibiani and Chirano), mobile equipment upgrade and mine development (Chirano), and resource expansion activities (Bibiani and Chirano). It is also anticipated to fulfill key financial obligations, including a cash payment to Kinross (described in further detail below) and financing of the Bibiani mining contractor to ensure timely ramp-up of equipment to execute planned expansion of the main pit.

Equity private placement

As announced on Sept. 24, 2024, the company entered into definitive documentation in respect of a $100-million equity private placement pursuant to which it will sell, on a non-brokered private placement basis, 90,666,667 common shares at a purchase price of $1.50 per common share for aggregate gross proceeds of $100-million. The first tranche of the offering, in the amount of $25-million, closed on Oct. 29, 2024. The second tranche in the amount of $35-million is scheduled to close on or about Nov. 14, 2024, and the third tranche in the amount of $40-million is scheduled to close on or about Dec. 5, 2024.

Kinross refinancing

The company has advanced definitive documentation with Kinross for an approximate $100-million refinancing of amounts currently outstanding in connection with Asante's acquisition of a 90-per-cent interest in the Chirano mine. Under the proposed terms of the Kinross refinancing, Asante will make a cash payment of $65-million toward the unpaid deferred consideration owed by the company and finalize the replacement of a letter of credit in support of reclamation obligations for the Chirano mine.

Upon fulfillment by Asante of the cash payment and letter of credit replacement, pursuant to the proposed terms, Kinross will (i) convert a portion of the remaining amounts owing into equity of the company such that its shareholding increases to 9.9 pr cent based on the last equity issue price prior to closing of the transaction; (ii) convert the remaining amounts owing, after factoring in the equity conversion, into a convertible debenture with a maturity six months after the maturity of the senior debt facility, an interest rate of 3.0 per cent (paid in kind) and an equity conversion price of 25 per cent above the last equity issuance price prior to closing of the transaction, subject to approval of the Canadian Securities Exchange; and (iii) relinquish its existing security interest in the downstream entities that own the Chirano mine.

Ghanaian bond

The company has launched a bond offering in Ghana with a targeted size of $75-million, with prospective investors including pension funds and high-net worth individuals in Ghana.

The bond is envisaged to have a maturity of six years, with quarterly payment of interest in cash during the entire term of the loan and amortization of principal during the final year. The bond is denominated in Ghana cedis, with the principal balance indexed to the United States-dollar exchange rate postclosing.

The bond is being issued pursuant to the $400-million base shelf prospectus that has been approved by the Ghana SEC and Ghana Stock Exchange, as announced on Sept. 19, 2024, and will be listed on the fixed income market of the Ghana Stock Exchange.

Gold stream

The company is targeting a syndicated gold stream of $50-million, with investment committee approval from interested parties in the amount of $25-million as of the date of this news release. Under the stream of $50-million, the company is anticipated to sell 1.25 per cent of payable gold sold from the Bibiani and Chirano mines at 20 per cent of the prevailing market price. The stream is anticipated to contain provisions for a 50-per-cent buyback, and a reduction in the stream rate from 1.25 per cent to 0.60 per cent (reducing to 0.30 per cent if the buyback is exercised) after certain delivery thresholds are met.

Stage 2 financing: $200-million

The company plans to close the balance of $200-million of the financing package in early 2025 to provide additional working capital and liquidity support for the company as it executes its growth strategy through 2025.

Senior debt facility

A senior debt facility is envisaged to comprise a term loan of $100-million and a revolving credit facility (RCF) of $50-million. The term loan is envisaged to have a five-year term, with an 18-month grace period and principal amortization over the following 42 months, while the RCF is envisaged to be a three-year facility.

RMB has been appointed as initial mandated lead arranger and bookrunner for the senior debt facility. Credit approvals received from RMB and local banks envisioned to participate in the facility are approximately 50 per cent of the targeted amount as of the date of this news release.

Standby equity commitment

The company has received a standby equity commitment from a strategic shareholder for $50-million through 2025, effective as of the date of closing of the senior debt facility, in the event that such investment is required to maintain minimum liquidity requirements as defined in the senior debt facility agreements.

Qualified person statement

The scientific and technical information contained in this news release has been reviewed and approved by Mr. Anthony, PEng, mining and mineral processing, president and CEO of Asante, who is a qualified person under National Instrument 43-101.

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.

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