African Gold Group Announces Shareholder Approval of Name Change and Share Consolidation, Adoption of Stock Option Plan

TORONTO, June 13, 2022 (GLOBE NEWSWIRE) -- African Gold Group, Inc. (TSX-V: AGG, OTC: AGGFF, FRA: 3A61) (“AGG” or the “Company”) announces that at the meeting of shareholders of the Company (the “Shareholders”) held on June 8, 2022 (the “Meeting”), the Company received the approval of the Shareholders to proceed with a name change and a consolidation of the share capital of the Company.

It is expected that on June 15, 2022, the Company’s name will change from “African Gold Group, Inc.” to “Toubani Resources Inc.” (the “Name Change”). The Company’s stock symbol on the TSX Venture Exchange will also change to “TRE”. The CUSIP number assigned to the common shares of the Company following the name change is 89157R104.

It is also expected that on June 15, 2022, the Company will proceed with a consolidation of its issued and outstanding share capital on the basis of one (1) post-consolidation common share for each three (3) pre-consolidation common shares (the “Consolidation”). Any fraction of a share will be rounded down to the nearest whole number. The shares will begin trading on a consolidated basis with the new CUSIP number on June 15, 2022.

As a result of the Consolidation, the outstanding shares of the Company will be reduced to approximately 72,199,014. Management of the Company believes that the proposed share consolidation will position the Company to gain greater exposure to investors that are not willing to trade equity stocks below a certain threshold and as a result, increase the liquidity of the Company.

For more information on the Name Change and the Consolidation, please refer to the Company’s Management Information Circular dated May 4th, 2022, available on the Company’s SEDAR profile at www.sedar.com.

Trading on a Consolidated Basis: June 15, 2022
New CUSIP: 89157R104
New ISIN: CA89157R1047

Adoption of Stock Option Plan

At the Meeting, Shareholders also approved the adoption of an amended stock option plan (the “Amended Plan”) for the ensuing year. The Amended Plan reserves for issuance 10% of the issued and outstanding shares of the Company on a rolling basis to be issued as options to purchase common shares in the Company. The full text of the Amended Plan is available in the Company’s Management Information Circular dated May 4th, 2022.

About African Gold Group

African Gold Group is a TSX Venture Exchange (TSX-V: AGG) listed exploration and development company with a focus on building Africa’s next mid-tier gold producer. The Company has a highly experienced board and management team with a proven track record in the African mining sector operating mines from development through to production. AGG’s principal asset is the Kobada Project in southern Mali, which is in an advanced stage of development having completed the 2021 definitive feasibility study and is targeting gold production of 100,000 oz per annum. As well as the initial Kobada Gold Project, other exploration locations have been identified on the Kobada, Farada and Kobada Est concessions, offering potential for an increase in resource. For more information regarding African Gold Group visit our website at www.africangoldgroup.com.

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Cautionary statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the completion of the Consolidation, the completion of the Name Change, receipt of regulatory approvals, the estimated completion time of the Consolidation and the Name Change, the expansion of mineral resources and reserves, and drilling and exploration plans of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of AGG to be materially different from those expressed or implied by such forward-looking information, including but not limited to: receipt of necessary approvals from the TSX-V and Canadian regulatory authorities; general business, economic, competitive, political and social uncertainties; future prices of mineral prices; accidents, labour disputes and shortages; available infrastructure and supplies; the COVID-19 pandemic and other risks of the mining industry. Although AGG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. AGG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.