AFRICAN GOLD LTD. — Proxy Solicitation & Information Statement 2024

Sep 18, 2024

AFRICAN GOLD LTD. ACN 624 164 852 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (WST) DATE : Tuesday, 22 October 2024 PLACE : Suite 23 513 Hay Street SUBIACO WA 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 11:00am (WST) on Sunday, 20 October 2024.

BUSINESS O F THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TOP-UP PLACEMENT SHARES UNDER LISTING RULE 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 46,820,800 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – APPROVAL TO ISSUE CONDITIONAL PLACEMENT SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 20,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 21,434,160 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO EVAN CRANSTON

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 12,737,500 Shares to Evan Cranston (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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Voting Prohibition Statements

Resolution 4 – Issue of Shares to Evan Cranston

In accordance with section 224 of the Corporations Act, a vote on each of this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the applicable Resolution would permit a financial benefit to be given, or an associate of such a related party (Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of an Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on one of these Resolutions if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on the applicable Resolution. Provided the Chair is not an Excluded Party for the purposes of that Resolution, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though the applicable Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of prior issue of Top-Up Placement Shares under Listing Rule 7.1	A person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 2 – Approval to issue Conditional Placement Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 3 – Approval to issue Broker Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), (namely the Broker or their nominee(s)) or an associate of that person (or those persons).
Resolution 4 – Issue of Shares to Evan Cranston	Evan Cranston (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (8) 6143 6749.

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EX PLANATO RY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS 1 TO 3

1.1 Placement

As announced on 20 August 2024, the Company received commitments to raise approximately $2.1 million (before costs) via the issue of 107,170,800 Shares at an issue price of $0.02 per Share, utilising the remaining shortfall from the May 2024 rights entitlement offer and undertaking a two-tranche placement to sophisticated and institutional investors ( Placement ).

The Placement consists of three components:

• (a) the issue of 40,350,000 shortfall Shares at $0.02 per share arising from the rights entitlement offer announced on 30 April 2024 to raise $807,000 (before costs) ( Shortfall Placement Shares );

• (b) the issue of 46,820,800 Shares at $0.02 per share to raise $936,416 (before costs) utilising the Company’s available Listing Rule 7.1 capacity ( Top-up Placement Shares ), the subject of Resolution 1; and

• (c) the issue of 20,000,000 Shares at $0.02 per share to raise $400,000 (before costs) subject to shareholder approval ( Conditional Placement Shares ), the subject of Resolution 2.

Further details in respect of the Placement are set out in the announcement released on 20 August 2024.

1.2 Use of funds

Funds raised through the Placement will be applied to the ongoing exploration and development of the Didievi Gold Project, including the imminent diamond drill program, and for general working capital.

1.3 Lead Manager

Euroz Hartleys Limited ( Broker ) acted as lead manager to the Placement. Pursuant to a lead manager mandate ( Mandate ) entered into between the Company and the Broker, the Company has agreed to pay / issue the Broker:

• (a) a monthly advisory fee of $5,000 for the duration of the 12-month Mandate term ;

• (b) a cash fee equal to 4% of the proceeds raised under the Placement (excluding funds introduced by the Company) and a lead manager fee of 2% of the gross proceeds raised under the Placement; and

• (c) one (1) option for every five (5) Shares issued through the Placement exercisable at $0.05 each on or before that date which is two years from the date of issue ( Broker Options ).

During the 12 month period following execution of the Mandate, the Company will offer the Broker first right to act as lead manager to the offer in respect of any capital raising that the Company undertakes.

The Mandate otherwise contains terms considered standard for an agreement of its nature.

The Company is seeking Shareholder approval for the issue of the Broker Options pursuant to Resolution 3.

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2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TOP-UP PLACEMENT SHARES UNDER LISTING RULE 7.1

2.1 General

On 28 August 2024, the Company issued the Top-Up Placement Shares.

The issue of the Top-Up Placement Shares did not breach Listing Rule 7.1 at the time of the issue.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Top-Up Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Top-Up Placement Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Top-Up Placement Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Top-Up Placement Shares.

2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Top-Up Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Top-Up Placement Shares.

If Resolution 1 is not passed, the Top-Up Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Top-Up Placement Shares.

2.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Top-Up Placement Shares were issued to professional and sophisticated investors who are clients of the Broker. The recipients were identified through a bookbuild process, which involved the Broker seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 46,820,800 Top-Up Placement Shares were issued and the Top-Up Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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(d) the Top-Up Placement Shares were issued on 28 August 2024;

• (e) the issue price was $0.02 per Top-Up Placement Share. The Company has not and will not receive any other consideration for the issue of the Top-Up Placement Shares;

• (f) the purpose of the issue of the Top-Up Placement Shares raise funds to be applied towards those matters set out in Section 1.2 above; and

• (g) the Top-Up Placement Shares were not issued under an agreement.

3. RESOLUTION 2 – APPROVAL TO ISSUE CONDITIONAL PLACEMENT SHARES

3.1 General

As set out in Section 1 above, the Company is proposing to issue the Conditional Placement Shares.

As summarised in Section 2.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Conditional Placement Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Conditional Placement Shares. In addition, the issue of the Conditional Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Conditional Placement Share and the final amount raised under the Placement will be reduced from approximately $2.1 million to $1.7 million, being a reduction of approximately $400,000, (before costs), which may result in delays, or require the Company to reduce the scope of its operations if alternative means of funding cannot be sourced.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Conditional Placement Shares.

Resolution 2 is independent of all other Resolutions.

3.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Conditional Placement Shares will be issued to professional and sophisticated investors. The recipients were identified through a bookbuild process, which involved the Broker seeking expressions of interest to participate in the Placement from non-related parties of the Company;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

(b) the maximum number of Conditional Placement Shares to be issued is 20,000,000. The Conditional Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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• (c) the Conditional Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Conditional Placement Shares will occur on the same date;

• (d) the issue price of the Conditional Placement Shares is $0.02 per Conditional Placement Shares. The Company will not receive any other consideration for the issue of the Conditional Placement Shares;

• (c) the purpose of the issue of the Conditional Placement Shares is to raise capital, which the Company intends to apply towards those matters set out in Section 1.2 above;

• (e) the Conditional Placement Shares are not being issued under an agreement; and

• (f) the Conditional Placement Shares are not being issued under, or to fund, a reverse takeover.

4. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS

4.1 General

The Company has entered into the Mandate with the Broker, pursuant to which the Company is proposing to issue up to 21,434,160 Options in part consideration for lead manager services provided by the Broker.

As summarised in Section 2.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Broker Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

4.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Broker Options. In addition, the issue of the Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Broker Options.

Resolution 3 is independent of all other Resolutions.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Broker Options.

4.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Broker Options will be issued to the Broker (or their nominee(s));

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Broker Options to be issued is 21,434,160. The terms and conditions of the Broker Options are set out in Schedule 1;

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• (d) the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Broker Options will occur on the same date;

• (e) the Broker Options will be issued at a nominal issue price of $0.00001 per Option, in consideration for lead manager services provided by the Broker;

• (f) the purpose of the issue of the Broker Options is to satisfy the Company’s obligations under the Mandate;

• (g) the Broker Options are being issued to the Broker (or their nominee(s)) under the Mandate. A summary of the material terms of the Mandate is set out in Section 1.3 above; and

• (h) the Broker Options are not being issued under, or to fund, a reverse takeover.

5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO EVAN CRANSTON

5.1 Background

As set out in section 1 of the explanatory statement of the notice of general meeting dated 12 June 2024 ( June Notice ), the Company agreed, subject to obtaining Shareholder approval, to convert amounts owing (in Director fees/loans) to Evan Cranston, Tolga Kumova, Phil Gallagher, Mathew O'Hara, Peter Williams (being the current Directors) and Simon Bolster (a former Director, who resigned in February 2024) (together, the Participating Directors ) into Shares ( Conversion Shares ) on the terms and conditions set out in the June Notice.

On 12 July 2024, the Company obtained Shareholder approval under resolutions 1 to 6 of the June Notice ( Director Resolutions ) to issue up to 37,537,176 Conversion Shares to the Participating Directors as follows:

• (a) up to 12,737,500 Shares to Evan Cranston (or their nominee) ( Cranston Conversion Shares );

• (b) up to 7,409,000 Shares to Tolga Kumova (or their nominee);

• (c) up to 2,431,666 Shares to Phil Gallagher (or their nominee);

• (d) up to 7,016,663 Shares to Peter Williams (or their nominee);

• (e) up to 6,564,302 Shares to Mathew O’Hara (or their nominee); and

• (f) up to 1,378,046 Shares to Simon Bolster (or their nominee).

Further details of the Director Resolutions are set out in the June Notice.

Listing Rule 10.13.5 requires that, where Shareholders approve an issue of securities under Listing Rule 10.11, the securities must be issued within one month of that approval or else the approval will lapse.

In accordance with Shareholder approval obtained on 12 July 2024, on 12 August 2024, an aggregate of 24,799,667 Conversion Shares were issued to the Participating Directors (excluding Evan Cranston who did not elect to convert his Amount Owing (defined below) to Shares during this period).

As the Listing Rule 10.11 approval to issue the Cranston Conversion Shares has lapsed, the Company seeks to refresh its Shareholder approval for the issue of the Cranston Conversion Shares.

In all material respects, this Resolution is identical to the corresponding Director Resolution in respect of Evan Cranston approved by Shareholders at the general meeting held on 12 July 2024.

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5.2 General

The conversion of $254,750 owed by the Company to Evan Cranston ( Amount Owing ) into Conversion Shares will, subject to Shareholder approval, be undertaken based on a $0.02 deemed conversion price ( Deemed Conversion Price ). The Deemed Conversion Price is equal to the offer price of each Share under the entitlement offer that the Company announced on 30 April 2024.

The Amount Owing comprises:

• (a) $54,750 in unpaid director's fees;

• (b) $100,000 in unpaid fees to Konkera Holdings Pty Ltd for accounting and administrative services; and

• (c) $100,000 owed under a loan.

To assist the Company in preserving its cash reserves, Evan Cranston agreed to accrue his fees/salary from August 2023 and has provided an interest free loan to the Company.

Resolution 4 seeks Shareholder approval for, at the discretion of Evan Cranston, the issue of the Cranston Conversion Shares to Evan Cranston in lieu of having the Company pay the Amount Owing to Evan Cranston by the Company.

5.3 Director recommendation

As set out in the June Notice, each of the directors had a material interest in the Director Resolutions on the basis that all of the Directors (or their nominees) would be issued Conversion Shares should Resolutions 1 to 6 be passed.

The Directors, accordingly, do not believe that it is appropriate to make a recommendation on this Resolution 4, which seeks to resfesh Shareholder approval to issue the Cranston Conversion Shares and is, in all material respects, to be issued on idential terms as the corresponding Director Resolution set out in the June Notice.

5.4 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Cranston Conversion Shares constitutes giving a financial benefit and Evan Cranston is a related party of the Company by virtue of being a Director.

As the Company seeks to refresh Shareholder approval to issue the Cranston Conversion Shares on identical terms as the corresponding Director Resolution set out in the June Notice, which also included a resolution for the conversion of the Amount Owing to Evan Cranston at that time, the directors consider that they are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Cranston Conversion Shares. Accordingly, Shareholder approval for the issue of the Cranston Conversion Shares to Evan Cranston is sought in accordance with Chapter 2E of the Corporations Act.

5.5 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of the Cranston Conversion Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 4 seeks the required Shareholder approval for the issue of the Cranston Conversion Shares under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

5.6 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will, subject to the discretion of Evan Cranston, be able to proceed with the issue of the Cranston Conversion Shares within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Cranston Conversion Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Cranston Conversion Shares will not use up any of the Company’s 15% annual placement capacity.

Further, the issue of the Cranston Conversion Shares to satisfy the Amount Owing to Evan Cranston and therefore improve the Company’s balance sheet by reducing the Company’s liabilities and conserving its cash balance.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Cranston Conversion Shares, and may need to satisfy the Amounts Owing by repaying the amounts owed by the Company to Evan Cranston in cash.

5.7 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolution 4:

• (a) the Cranston Conversion Shares will be issued to Evan Cranston (or their nominee) who falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Cranston Conversion Shares to be issued (being the nature of the financial benefit proposed to be given) is 12,737,500 Shares;

• (c) the Cranston Conversion Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Cranston Conversion Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Cranston Conversion Shares will occur on the same date;

• (e) the Cranston Conversion Shares will be issued at a nil issue price (and at the Deemed Conversion Price), in consideration for the Amounts Owed to Evan Cranston. The Company will not receive any other consideration in respect of the issue of the Cranston Conversion Shares;

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(f) the purpose of the issue of the Cranston Conversion Shares is to provide a performance linked incentive component in the remuneration package to align the interests of Evan Cranston with those of Shareholders, to motivate and reward the performance of Evan Cranston in his role as Director and to provide a cost effective way from the Company to remunerate Evan Cranston, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Evan Cranston, and to repay the amounts owing to Evan Cranston in unpaid fees;

(g) the total remuneration package for Evan Crantson for the previous financial year and the proposed total remuneration package for the current financial year is set out below:

Director	FY ending 31 December 2024	FY ended 31 December 2023
Evan Cranston	$60,0001	$65,7001

Notes:

1. Consists solely of salary and fees.

2. (h) The Cranston Conversion Shares are not being issued under an agreement;

(i) the relevant interests of Evan Cranston in securities of the Company as at the date of this Notice are set out below:

As at the date of this Notice

Director	Shares	Options
Evan Cranston	6,2471	Nil

Notes:

1. 6,247 Shares held by Konkera Pty Ltd of which Mr Cranston is a director and beneficiary.

Post issue of the Cranston Conversion Shares

Director	Shares	Options
Evan Cranston	12,743,747	Nil

(j) If the Cranston Conversion Shares are issued, this will increase the number of Shares on issue from 358,959,520. (being the total number of Shares on issue as at the date of this Notice) to 371,697,020 (assuming that no other Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.92%;

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.046	12 September 2023
Lowest	$0.02	17 July 2024
Last	$0.34	11 September 2024

(l) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolution 4; and

(m)

a voting exclusion statement for Resolution 4 is included in this Notice.

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GLOSSARY

$ means Australian dollars.

Amount Owing has the meaning given in Section 5.2.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Broker means Euroz Hartleys Limited.

Broker Options has the meaning given in Section 1.3(c).

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means African Gold Ltd (ACN 624 164 852).

Conditional Placement Shares has the meaning given in Section 1.1(c).

Constitution means the Company’s constitution.

Conversion Shares has the meaning given in Section 5.1.

Corporations Act means the Corporations Act 2001 (Cth).

Cranston Conversion Shares has the meaning given in Section 5.1(a).

Deemed Conversion Price has the meaning given in Section 5.2.

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

June Notice has the meaning given in Section 5.1.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Mandate has the meaning given in Section 1.3.

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Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Participating Directors has the meaning given in Section 5.1.

Placement has the meaning given in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Securities means Shares, Options and/or Performance Rights as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Shortfall Placement Sares has the meaning given in Section 1.1(a).

Top-up Placement Shares has the meaning given in Section 1.1(b).

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS OF THE OPTIO NS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

• (b) Issue Price

The issue price of each Option is $0.00001.

(c) Exercise Price

Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price ).

(d) Expiry Date

Each Option will expire at 5:00 pm (WST) on that date which is two years after the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(f) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(g) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(h) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (h)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

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(j) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon exercise of the Options.

(k) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(m) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

African Gold Ltd. | ABN 29 624 164 852

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Your proxy voting instruction must be received by 11.00am (AWST) on Sunday, 20 October 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of African Gold Ltd., to be held at 11.00am (AWST) on Tuesday, 22 October 2024 at Suite 23, 513 Hay Street, Subiaco WA 6008 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 4 (except where I/we have indicated a different voting intention below) even though Resolution 4 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions	For	Against Abstain	Against Abstain
1 RATIFICATION OF PRIOR ISSUE OF TOP-UP PLACEMENT SHARES UNDER LISTING RULE 7.1
2 APPROVAL TO ISSUE CONDITIONAL PLACEMENT SHARES
3 APPROVAL TO ISSUE BROKER OPTIONS
4 APPROVAL TO ISSUE SHARES TO EVAN CRANSTON
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on		a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).