African Gold Group Closes Strategic Investment and Announces Board and Management Additions - Seite 2

Mr. Jaimie MacPherson, current Chief Financial Officer ("CFO") of AGG will remain on in a transition capacity for the next three months, at which time the Company will appoint Mr. Ryan Ptolemy as CFO of the Company, and announce it at the appropriate time. Mr. Ptolemy is a CPA, CGA and CFA charterholder. Mr. Ptolemy currently serves as CFO to a number of public companies in the mining sector.

The Company has also executed a binding term sheet dated April 24, 2017 with 2516232 Ontario Inc., a private company incorporated under the laws of Ontario ("PrivateCo"), whereby it has agreed to acquire all of the issued and outstanding securities of PrivateCo (the "Acquisition") in exchange for an aggregate of 33,333,333 common shares in the capital of the Company at a deemed price of $0.09 per share for a total acquisition price of $3,000,000. The Company and PrivateCo are at arm's length to each other. The Acquisition is subject to customary conditions for a transaction of this nature, which include satisfaction of due diligence, negotiation and entering into a definitive acquisition agreement and approval of the TSX Venture Exchange.

PrivateCo is party to an option agreement with TEMFOR s.a.r.l. providing PrivateCo with the option to acquire from TEMFOR, the Madougou gold project located in Burkina Faso. Madougou is a mid-stage exploration project, located in the north-western region of Burkina Faso. The project has been extensively explored, with both ground and airborne geophysical surveys conducted, and over 20,000m of RC drilling completed on the 182km² land package. Madougou is in a mining favourable jurisdiction within West Africa, and is contained in a regional mineralised area of the greenstone belt within Burkina Faso, with several gold producing operations. AGG view Madougou as a highly strategic asset, with tremendous potential to add significant value to the Company.

Three officers and directors of the Company (the "Purchasing Insiders"), purchased an aggregate of 24% of the securities issued pursuant to the offering. The offering was considered and approved by the board of directors of the Company, with the directors who purchased Units under the offering declaring a conflict and recusing themselves from voting on the offering. There was no materially contrary view or abstention by any director approving the offering. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the purchase by the Purchasing Insiders was a "related party transaction" but the Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the offering.