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AFRICAN GOLD LTD. Share Issue/Capital Change 2021

Aug 30, 2021

64265_rns_2021-08-30_b43c24d0-d2c2-4a57-bbdf-2fa51b690f48.pdf

Share Issue/Capital Change

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

AFRICAN GOLD LTD.

Date of this announcement

Tuesday August 31, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

Total number of
ASX +security +securities to be
code Security description issued/transferred Issue date
New class - code Unquoted options exercisable at $0.30 each and 10,000,000 31/08/2021
to be confirmed expiring 31 August 2025

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

AFRICAN GOLD LTD.

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

624164852

1.3 ASX issuer code

A1G

1.4 The announcement is

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New announcement

1.5 Date of this announcement

31/8/2021

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security codeNew class - code to be confirmed +Security descriptionUnquoted options exercisable at $0.30 each and expiring31 August 2025
+Security type ISIN code
Options

Date the +securities the subject of this notification were issued

31/8/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP Name of registered holder Number of +securities
Oonagh Malone Malone Corporate Services Pty Ltd 2,000,000
Mathew O'Hara Mrs Phillipa Lee O'Hara 2,000,000
Glen Edwards Mr Glen Warren Edwards 2,000,000
Peter Williams Torr Family Pty Ltd 2,000,000
Simon Bolster Mr Simon James Sydney Bolster + MsRoslyn Pamela O'Sullivan 2,000,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

https://www.asx.com.au/asxpdf/20210701/pdf/44xxhx8q7mtf58.pdf

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Options Details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.30000000 31/8/2024

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

A1G ordinary share

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

https://www.asx.com.au/asxpdf/20210701/pdf/44xxhx8q7mtf58.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

10,000,000

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

Total number of
ASX +security code and description +securities on issue
A1G : ORDINARY FULLY PAID 91,407,844
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
Total number of
ASX +security code and description +securities on issue
A1GAF : OPTION EXPIRING VAR DATES RESTRICT EX VAR PRICES 9,650,000
A1GAA : OPTION EXPIRING 17-APR-2023 EX 20C 34,750,000
A1GAB : PERFORMANCE RIGHTS 1,000,000
A1GAH : OPTION EXPIRING 22-FEB-2024 EX $0.20 5,000,000
New class - code to be confirmed : Unquoted options exercisable at $0.30 each and expiring 10,000,000
31 August 2025

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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