Asante Gold Corporation

Suite 506 – 595 Howe Street

Vancouver, British Columbia, V6C 2T5

Telephone: (604) 558-1134 Facsimile: (604) 558-1136

INFORMATION CIRCULAR

(As at November 5, 2020 except as indicated)

ASANTE GOLD CORPORATION (the “Company”) is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the annual general meeting (the “Meeting”) of the Company to be held on Thursday December 10, 2020 and at any adjournments thereof. Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

COVID Restrictions

DUE TO COVID PHYSICAL DISTANCING RESTRICTIONS, ALL SHAREHOLDERS ARE ENCOURAGED TO VOTE IN ADVANCE USING THE ENCLOSED FORM OF PROXY SINCE SHAREHOLDERS WILL NOT BE PERMITTED TO PHYSICALLY ATTEND THE MEETING IN PERSON.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Company (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Trust Company of Canada, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP’s, RRIF’s, RESP’s and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a “Nominee”). If you purchased your shares through a broker, you are likely a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as “non-objecting beneficial owners (“NOBOs”). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as “objecting beneficial owners” (“OBOs”).

The Company is not sending the Meeting materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting materials to the Nominees for distribution to NOBOs.

The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting Materials unless their Nominee assumes the costs of delivery.

NOTICE-AND-ACCESS

The Company is not sending the Meeting materials to shareholders using “notice-and-access”, as defined under NI 54-101.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder, his or her attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value (the shares”), of which 86,563,257 shares were issued and outstanding as at November 5, 2020. Persons who are registered shareholders at the close of business on November 3, 2020 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held. The Company has only one class of shares.

==> picture [460 x 107] intentionally omitted <==

----- Start of picture text -----

No. of Shares Beneficially Owned, Percentage of
Name
Controlled or Directed, Directly or Indirectly Outstanding Shares
Douglas MacQuarrie 13,753,279 [(1)] 15.89%
Nadia Abdul-Aziz 13,000,000 15.02%
Goknet Mining Company Limited [(2)] 8,887,000 10.27%
----- End of picture text -----

(1) Of these shares 11,956,929 are held indirectly in the name of MIA Investments Ltd., a private company wholly owned by the MacQuarrie Family Trust and 458,500 are held indirectly in the name of Roberta MacQuarrie.

(2) MIA Investments Ltd., a company owned by the MacQuarrie Family Trust, owns 23.13% of the shares of Goknet Mining Company Limited.

ELECTION OF DIRECTORS

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Shareholder approval will be sought to fix the number of Directors of the Company at six.

Pursuant to the Advance Notice Policy of the Company adopted by the Board of Directors on March 28, 2013, any additional Director nominations for the Meeting must have been received by the Company in compliance with the Advance Notice Policy no later than the close of business on November 10, 2020. As of this date none have been received.

The Company is required to have an audit committee. Members of this committee are as set out below.

Management of the Company proposes to nominate each of the following persons for election as a Director. Information concerning such persons, as furnished by the individual nominees, is as follows:

==> picture [469 x 508] intentionally omitted <==

----- Start of picture text -----

Number of Shares
Principal Occupation or Beneficially Owned,
Employment and, if not a Previous Controlled or Directed,
Name, Jurisdiction of Previously Elected Director, Service Directly or Indirectly [(2)]
Residence and Position Occupation During the Past 5 Years as a Director
Douglas MacQuarrie President and Chief Executive Since May 4, 13,245,729 [(3)]
Whistler, BC, Canada Officer of the Company; President, 2011
President, CEO, Corporate MIA Investments Ltd. since May
Secretary and Director 1995. Managing Director Goknet
Mining Company Limited since
September 2009.
Alex Heath [(1)] Associate, Analyst and VP in the Since April 10, 215,000
Vancouver, BC, Canada Investment Banking Department of 2014
Director Salman Partners Inc. 2005 to 2013;
Financial Analysis Manager, Seaspan
Corp. November, 2013 to 2017;
Director IR Great Panther Silver
January 2018 to December 2020;
Strategic Advisor to Discovery Group
December 2019 to present;
President of Ethos Gold Corp.
November 2020 to present.
Bashir Akwasi Ahmed [(1)] Thirty years’ experience in Since July 2, 796,500
Obuasi, Ghana underground Gold Mining - 2015
Director and Vice President operations, mine planning,
Production and management, project management
and consultancy services,
Development
AngloGold Ashanti to Jan 2014.
Carsten Korch [(1)] Businessman Since July 21, 1,930,000
Lima, Peru 2020
Director
Roger Norwich Director Mexican Silver Mines Ltd. Since 1,575,000
from 2005 to 2008; Director Rio September 21,
Alto Mining 2008 to 2015; 2020
Director Otis Gold Corp. from 2017
to 2020; Director Excellon
Resources Inc. April 2020 to present
Nadia Abdul-Aziz Businesswoman; Director Indussi Since 13,000,000
Resources January 2018 to present November 2,
2020
----- End of picture text -----

(1) Member of the audit committee.

(2) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at November 5, 2020, based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such shares are held directly.

(3) Of these shares, 11,956,929 are held indirectly in the name of MIA Investments Ltd., a private company wholly owned by the MacQuarrie Family Trust and 458,500 are held indirectly in the name of Roberta MacQuarrie.

No proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity.

To the knowledge of the Company, no proposed Director:

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a Director, chief executive officer (“CEO”) or chief financial officer (“CFO”) of any company (including the Company) that:
(i) was the subject, while the proposed Director was acting in the capacity as Director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed Director ceased to be a Director, CEO or CFO but which resulted from an event that occurred while the proposed Director was acting in the capacity as Director, CEO or CFO of such company; or
(b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a Director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed Director; or
(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed Director.

The following Directors of the Company hold Directorships in other reporting issuers as set out below:

==> picture [407 x 104] intentionally omitted <==

----- Start of picture text -----

Name of Director Name of Other Reporting Issuer
Douglas MacQuarrie IC Capitalight Corp. [(1)]
Roger Norwich Excellon Resources Inc. [(2)]
Alex Heath Nil
Bashir Akwasi Ahmed Nil
Carsten Korch Nil
Nadia Abdul-Aziz Nil
----- End of picture text -----

(1) Listed on the CSE Exchange

(2) Listed on the Toronto Stock Exchange, NYSE

STATEMENT OF EXECUTIVE COMPENSATION

The following information is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation , and sets forth compensation for each of Douglas MacQuarrie, the President and Chief Executive Officer (the “CEO”), Philip Gibbs, the Chief Financial Officer (the “CFO”), Bashir Ahmed, the Vice-President Production and Development and a Director (together, the “NEOs”); and Alex Heath, as at January 31, 2020; and Carsten Korch, Roger Norwich and Nadia Abdul-Aziz, directors of the Company, who were appointed subsequent to January 31, 2020.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for the two most recently completed financial years.

==> picture [470 x 304] intentionally omitted <==

----- Start of picture text -----

Salary,
Consulting
Name and Principal Position fee, retainer or Committee or meeting Value of Value of all other Total
commission Bonus fees Perquisites Compensation Compensation
Year ($) ($) ($) [)] ($) ($) ($)
Douglas 2020 60,000 [(1)] N/A Nil N/A N/A 60,000
MacQuarrie 2019 60,000 [(1)] N/A Nil N/A N/A 60,000
CEO & Director
Philip Gibbs 2020 31,500 [(2)] N/A Nil N/A N/A [)] 31,500
CFO 2019 90,000 [(2)] N/A Nil N/A N/A 90,000
Bashir Ahmed 2019 85,463 N/A Nil N/A N/A [)] 85,463
Vice President, 2019 84,071 N/A Nil N/A N/A 84,071
Production &
Development &
Director
Florian Riedl- 2020 N/A N/A 12,000 [(4)] N/A N/A [)] 12,000
Riedenstein 2019 N/A N/A 12,000 [(4)] N/A N/A 12,000
Director
Alex Heath 2020 N/A N/A 12,000 [(4)] N/A N/A [)] 12,000
Director 2019 N/A N/A 12,000 [(4)] N/A N/A 12,000
Abdel-Majeed 2020 N/A N/A 10,000 N/A N/A 10,000
Haroun 2019 N/A N/A N/A N/A N/A Nil
Director [(3)]
----- End of picture text -----

(1) Fees were paid or accrued to MIA Investments Ltd. for providing the services of Douglas MacQuarrie as President and CEO of the Company. (also refer to “Employment, Consulting and Management Agreements” below).

(2) Fees were paid or accrued to 1765271 Ontario Ltd., for providing the services of Philip Gibbs as CFO of the Company. (also refer to “Employment, Consulting and Management Agreements” below).

(3) Appointed March 21, 2019

(4) Fees were paid or accrued with respect to quarterly director fees.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and director by the Company for services provided or to be provided, directly or indirectly, to the Company in the most recently completed financial year.

==> picture [470 x 291] intentionally omitted <==

----- Start of picture text -----

Name and Principal Type of Number of Date of Issuer, Closing Closing price Expiry Date
Position Compensation Compensation Issue or conversion price of of security or
Security securities, grant or exercise security or underlying
number of price underlying security at
underlying security on year end
securities and date of
percentage of grant
class ($)
Douglas Option 100,000 28 Aug $0.10 $0.06 $0.03 27 Aug 2024
MacQuarrie 2019
President, CEO
Director
Philip Gibbs Option 100,000 28 Aug $0.10 $0.06 $0.03 27 Aug 2024
CFO 2019
Bashir Ahmed N/A Nil N/A N/A N/A N/A N/A
VP Production &
Development
Director
Florian Riedl- Option 100,000 28 Aug $0.10 $0.06 $0.03 7 July 2021
Riedenstein 2019
Director [(1)]
Abdel-Majeed Option 500,000 21 Mar $0.10 $0.07 $0.03 20 Mar 2024
Haroun 2019
Alex Heath Option 200,000 28 Aug $0.10 $0.06 $0.03 27 Aug 2024
Director 2019
----- End of picture text -----

(1) Florian Riedl-Riedenstein passed away on July 7, 2020

Stock Option Plans and Other Incentive Plans

The Board of Directors of the Company implemented a Stock Option Plan (the “Plan”) effective September 7, 2011. The number of shares which may be issued pursuant to options previously granted and those granted under the Plan is a maximum of 10% of the issued and outstanding shares at the time of the grant. In addition, the number of shares which may be reserved for issuance to insiders as a group is 10%, to any one individual may not exceed 5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant.

The purpose of the Plan is to allow the Company to grant options to Directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options will be exercisable over periods of up to five years as determined by the Board of Directors of the Company and are required to have an exercise price no less than the closing market price of the Company’s shares prevailing on the day that the option is granted. Pursuant to the Plan, the Board of Directors may from time to time authorize the issue of options to Directors, officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The Plan contains no vesting requirements, but permits the Board of Directors to specify a vesting schedule in its discretion. The Plan provides that if a

change of control, as defined therein, occurs, all shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

If the optionee ceases to be an eligible person as a result of termination for cause of such optionee by the Company any outstanding option held by such optionee on the date of such termination, whether in respect of option shares that are vested or not, shall be cancelled as of that date. If the optionee ceases to be an eligible person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company's retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the option then held by the optionee shall be exercisable to acquire unissued option shares at any time up to but not after the earlier of the expiry date and the date which is 90 days (30 days if the optionee was engaged in investor relations activities) after the optionee or, the Board of Directors of the Company may, in its sole discretion if it determines such is in the best interests of the Company, extend the expiry date of the option of an optionee to a later date within a reasonable period.

Employment, Consulting and Management Agreements

The Company has no compensatory plan, contract or agreement with any NEO, except as follows:

The Company entered into a consulting agreement dated June 1, 2011 with MIA Investments Ltd., pursuant to the terms of which the Company agreed to pay an annual management fee of $180,000 to MIA Investments Ltd. (“MIA”). MIA has, as of December 31[st] , 2017, agreed to a reduced fee of $5,000 per month until the Company’s cash situation improves. MIA provides the services of Douglas MacQuarrie in the capacity as Chief Executive Officer and President of the Company. MIA is a private company whollyowned by the MacQuarrie Family Trust. The trustees of the MacQuarrie Family Trust are Douglas MacQuarrie and Roberta MacQuarrie. Douglas MacQuarrie is the President and a director of MIA. In the event the consulting agreement is terminated without cause or in the event of a change of control and the agreement is terminated, one year’s remuneration ($180,000) is payable to MIA.

The Company entered into a consulting agreement dated August 2, 2011 with 1765271 Ontario Ltd., pursuant to the terms of which the Company agreed to pay a fee of $90,000 per annum to 1765271 Ontario Ltd. 1765271 Ontario Ltd., provides the services of Philip Gibbs in the capacity of Chief Financial Officer of the Company. 1765271 Ontario Ltd. has, as of May 1, 2019, agreed to a reduced fee of $1,000 per month until the Company’s cash situation improves. 1765271 Ontario Ltd., is a private company wholly-owned by Philip Gibbs. In the event the consulting agreement is terminated without cause or in the event of a change of control and the agreement is terminated, six month’s remuneration ($45,000) is payable to 1765271 Ontario Ltd.

The Company pays $3,000 per quarter to directors for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Statement of Executive Compensation. These fees are currently being deferred by the respective Directors until the Company’s cash liquidity improves.

The Company has a Stock Option Plan for the granting of incentive stock options to the officers, employees and Directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the Directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Compensation of Directors

Compensation of Directors of the Company is reviewed annually and determined by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In addition, key management and directors have deferred cash compensation until the liquidity position improves.

In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers option grants to directors under the Option Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of Options. Other than the Option Plan, as discussed above, the Company does not offer any long term incentive plans, share compensation plans or any other such benefit programs for directors.

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for NEOs.

Elements of NEO Compensation

Salary

The Company’s CEO and CFO and Vice President Production & Development receive annual consulting fees. The Board reviews consulting fees annually to ensure that they reflect each respective NEO’s performance and experience in fulfilling his/her role. Due to relatively small size of the Company, limited cash resources, and the early stage and scope of the Company’s operations, NEO’s receive limited consulting fees relative to industry standards. The Board does not currently have a plan in place to materially increase NEOs’ consulting fees.

Option Plan

As discussed above, the Company provides an Option Plan to motivate NEOs by providing them with the opportunity, through Options, to acquire an interest in the Company and benefit from the Company’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEO’s. Other than the Option Plan, the Company does not offer any long term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit program to NEOs.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Company has no compensatory plan, contract or agreement with any NEO, except as follows.

The Company entered into a consulting agreement dated June 1, 2011 with MIA Investments Ltd. MIA Investments Ltd. provides the services of Douglas MacQuarrie in the capacity as Chief Executive Officer and President of the Company. MIA Investments Ltd. is a private company wholly-owned by the MacQuarrie Family Trust. The trustees of the MacQuarrie Family Trust are Douglas MacQuarrie and Roberta MacQuarrie. Douglas MacQuarrie is the President and a director of MIA Investments Ltd. In the event the consulting agreement is terminated without cause or in the event of a change of control or a change in responsibilities and the agreement is terminated, one year’s remuneration ($180,000) is payable to MIA Investments Ltd.

The Company entered into a consulting agreement dated August 2, 2011 with 1765271 Ontario Ltd., pursuant to the terms of which the Company agreed to pay a fee of $90,000 per annum to 1765271 Ontario Ltd. 1765271 Ontario Ltd., provides the services of Philip Gibbs in the capacity of Chief Financial Officer of the Company. 1765271 Ontario Ltd., is a private company wholly-owned by Philip Gibbs. In the event the consulting agreement is terminated without cause or in the event of a change of control or a change in responsibilities and the agreement is terminated, six month’s remuneration ($45,000) is payable to 1765271 Ontario Ltd.

The Company has no arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Information Circular .

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Directors and Named Executive Officers.

==> picture [470 x 182] intentionally omitted <==

----- Start of picture text -----

Option-Based Awards Share-Based Awards
Market or
Number of Value of Number of Payout Value
Securities Unexercised Shares Or Units Of Share-Based
Underlying Option In-The- Of Shares That Awards That
Unexercised Exercise Money Have Not Have Not
Options Price Option Expiration Options [(1)] Vested Vested
Director Name (#) ($) Date ($) (#) ($)
Douglas MacQuarrie 100,000 $0.17 May 6, 2021 Nil Nil Nil
100,000 $0.10 Aug 27, 2024 Nil Nil Nil
Philip Gibbs 100,000 $0.17 May 6, 2021 Nil Nil Nil
200,000 $0.10 June 4, 2023 Nil Nil Nil
100,000 $0.10 Aug 27, 2024 Nil Nil Nil
Alex Heath 100,000 $0.17 May 6, 2021 Nil Nil Nil
200,000 $0.10 June 4, 2023 Nil Nil Nil
200,000 $0.10 Aug 27, 2024 Nil Nil Nil
----- End of picture text -----

==> picture [470 x 172] intentionally omitted <==

----- Start of picture text -----

Option-Based Awards Share-Based Awards
Market or
Number of Value of Number of Payout Value
Securities Unexercised Shares Or Units Of Share-Based
Underlying Option In-The- Of Shares That Awards That
Unexercised Exercise Money Have Not Have Not
Options Price Option Expiration Options [(1)] Vested Vested
Director Name (#) ($) Date ($) (#) ($)
Florian Riedl- 100,000 $0.17 May 6, 2021 Nil Nil Nil
Riedenstein [(2)] 200,000 $0.10 July 7, 2021 Nil Nil Nil
100,000 $0.10 July 7, 2021 Nil Nil Nil
Abdel-Majeed Haroun [(3)] 500,000 $0.10 Aug 27, 2024 Nil Nil Nil
Bashir Akwasi Ahmed 200,000 $0.15 July 2, 2020 Nil Nil Nil
100,000 $0.17 May 6, 2021 Nil Nil Nil
200,000 $0.10 June 4, 2023 Nil Nil Nil
----- End of picture text -----

(1) The value of unexercised in-the-money options is calculated based on the difference between the market value of the Company’s shares as at January 31, 2020 and the exercise price of the options. The closing price of the Company’s shares on the CSE on January 31, 2020 was $0.03 per share.
(2) Florian Riedl-Riedenstein passed away on July 7, 2020
(3) Dr. Abdel-Majeed Haroun resigned as a Director effective October 31, 2020

Incentive Plan Awards – Value Vested or Earned During the Year

The value vested or earned during the most recently completed financial year of incentive plan awards granted to Directors who are not Named Executive Officers are as follows:

==> picture [490 x 84] intentionally omitted <==

----- Start of picture text -----

Option-Based Awards - Share-Based Awards - Non-Equity Incentive Plan
Value Vested Value Vested Compensation - Value Earned
During The Year During The Year During The Year
Director Name ($) ($) ($)
Alex Heath Nil N/A N/A
Florian Riedl-Riedenstein Nil N/A N/A
Abdel – Majeed Haroun Nil N/A N/A
----- End of picture text -----

The Company does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the Directors.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the Company’s compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

==> picture [482 x 150] intentionally omitted <==

----- Start of picture text -----

Number of securities
remaining available for
Number of securities to be Weighted-average future issuance under
issued upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in column (a))
Plan Category (a) (b) (c)
Equity compensation plans 5,540,000 $0.13 3,116,325
approved by securityholders
Equity compensation plans not N/A N/A N/A
approved by securityholders
Total 5,540,000 - 3,116,325
----- End of picture text -----

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at November 5, 2020, there was no indebtedness outstanding of any current or former Director, executive officer or employee of the Company which is owing to the Company or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company entered into in connection with a purchase of securities or otherwise .

No individual who is, or at any time during the most recently completed financial year was, a Director or executive officer of the Company, no proposed nominee for election as a Director of the Company and no associate of such persons:

(i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company; or
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company,

in relation to a securities purchase program or other program.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a Director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee of management of the Company for election as a Director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of Directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out below, no informed person or proposed Director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company.

On August 9, 2016, the Company announced a special committee of the Company’s independent directors had reached an agreement with Goknet Mining Company Limited (“Goknet”) to close the acquisition of the Kubi Mining Lease, which the Company had previously entered into an option agreement dated February 28, 2015 for the acquisition thereof. The agreement also provides for the acquisition of Goknet’s interest in up to eight prospecting licenses, two adjoining the Kubi Mining Lease, and six on the Asankrangwa gold belt. Please refer to the Company’s news release dated August 9, 2016 for further details.

On September 8, 2016, the Company announced that it had entered into an agreement with Sikasante Mining Company Limited (“Sikasante”), a private Ghana corporation, to earn up to a 100% interest in their Keyhole Gold Project in Ghana, which consists of the Sraha and Ayiem licences. The Company has agreed (pending) to issue to Sikasante 250,000 shares in its capital stock on final issuance of the Ayiem license to Sikasante and receipt by Sikasante of all necessary permits required to commence a drilling program (done), and to complete $500,000 in work (completed) over four years in order to earn 50%. The Company may earn an additional 50% interest by reserving for Sikasante a 2% net smelter returns royalty (the “Sika NSR Royalty”), and on the assignment of the Sikasante licenses to the Company (subject to the consent of the Minister of Lands and Natural Resources) a final payment of one million shares in the capital stock of

the Company. Sikasante and the Company are related by one common director. All negotiations and final terms of agreement have been approved by a Special Committee of the Directors of the Company. Please refer to the Company’s news release dated September 8, 2016 for further details.

Goknet holds directly approximately 10.27% of the Company’s outstanding shares. Douglas MacQuarrie, the Chief Executive Officer and a director of the Company, is the managing director of Goknet, and MIA Investments Ltd., a private company wholly-owned by the MacQuarrie Family Trust, owns 23.13% of the shares of Goknet.

APPOINTMENT OF AUDITOR

Crowe MacKay LLP, Chartered Accountants, of Vancouver, British Columbia, is the auditor of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of Crowe MacKay LLP as the auditors of the Company to hold office for the ensuing year.

MANAGEMENT CONTRACTS

No management functions of the Company are performed to any substantial degree by a person other than the Directors or executive officers of the Company.

CORPORATE GOVERNANCE DISCLOSURE

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and, therefore, these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Company’s current Board consists of six directors, four of whom are independent based upon the tests for independence set forth in National Instrument 52-110 (“NI 52-110”). Alex Heath, Nadia AbdulAziz, Carsten Korch and Roger Norwich are independent. Douglas MacQuarrie is not independent as he is the CEO of the Company; and Bashir Ahmed is not independent as he is the Vice President of the Company.

Management Supervision by Board

The operations of the Company do not support a large Board of Directors and the Board has determined that the current constitution of the Board is appropriate for the Company’s current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent Directors are however able to meet at any time without any members of management including the non-independent Directors being present. Further supervision is performed through the use of special committees as required and through the audit committee which is composed of a majority of independent Directors who meet with the Company’s auditors without management being in attendance . The independent Directors also have access to the Company’s outside legal counsel as required, and its officers.

Risk Management

The Board of Directors is responsible for adoption of a strategic planning process, identification of principal risks and implementing risk management systems, succession planning and the continuous disclosure requirements of the Company under applicable securities laws and regulations.

The audit committee is responsible for the risk management items set out in the audit committee charter.

Participation of Directors in Other Reporting Issuers

The participation of the Directors in other reporting issuers is described in the table provided under “Election of Directors” in this Information Circular.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

information respecting the functioning of the Board of Directors, committees and copies of the Company’s corporate governance policies;
access to recent, publicly filed documents of the Company, technical reports and the Company’s internal financial information;
access to management and technical experts and consultants; and
a summary of significant corporate and securities responsibilities.

Board members are encouraged to communicate with management, auditors and technical consultants, to keep themselves current with industry trends and developments and changes in legislation with management’s assistance and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Board has adopted a Code of Conduct and has instructed its management and employees to abide by the Code.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the mineral exploration industry are consulted for possible candidates.

Compensation of Directors and the CEO

The independent Directors are Alex Heath, Nadia Abdul-Aziz, Carsten Korch and Roger Norwich. These Directors have the responsibility for determining compensation for the Directors and senior management.

To determine compensation payable, the independent Directors review compensation paid for Directors and CEOs of companies of similar size and stage of development in the mineral exploration industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the Directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation the independent Directors annually review the performance of the CEO in light of the Company’s objectives and consider other factors that may have impacted the success of the Company in achieving its objectives.

Board Committees

The Company has an Audit Committee comprised of Alex Heath, Bashir Ahmed and Carsten Korch. Special Committee’s comprised of independent and non-conflicted Directors are formed to review any proposed non-arm’s length transactions. The Executive Directors are actively involved in the operations of the Company and the size of the Company’s operations does not warrant a larger board of Directors. The Board has determined that additional committees beyond the audit committee and special committee are not necessary at this stage of the Company’s development.

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual Directors and each of its committees. To assist in its review, the Board conducts informal surveys of its Directors.

Nomination and Assessment

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President and CEO. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.

Expectations of Management

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with a high level of integrity. Management is expected to execute the Company’s business plan and to meet performance goals and objectives within the funding capabilities of the Company.

AUDIT COMMITTEE

The Audit Committee’s Charter

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.
Review and appraise the performance of the Company’s external auditors.
Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of three Directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company’s Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the CFO and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.
(g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and
iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.
Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.
(b) Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Risk Management

To review, at least annually, and more frequently if necessary, the Company’s policies for risk assessment and risk management (the identification, monitoring, and mitigation of risks).
To inquire of management and the independent auditor about significant business, political, financial and control risks or exposure to such risk.

To request the external auditor’s opinion of management’s assessment of significant risks facing the Company and how effectively they are being managed or controlled.
To assess the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board.

Other

To review any related-party transactions.

Composition of the Audit Committee

The following are the members of the Committee:

Alex Heath Independent[(1)] Financially literate[(1)] Bashir Ahmed Not Independent[(1)] Financially literate[(1)] Carsten Korch Independent[(1)] Financially literate[(1)]

(1) As defined by NI 52-110 – Audit Committee

Audit Committee Member Education and Experience

Alex Heath is the Chairman of the Audit Committee. Mr. Heath is experienced in investment banking, and has provided equity financing and financial advisory services to corporate and individual clients including public and private equity offerings. Mr. Heath’s business knowledge and experience has provided him with an understanding of financial reporting sufficient to enable him to act as a member of the Audit Committee. Mr. Heath holds a Bachelor of Commerce Degree from the Sauder School of Business at UBC, and is a CFA charter holder.

Bashir Ahmed has been actively involved in the business of large scale mining in Ghana for more than 30 years, and his business knowledge and experience has provided him with an understanding of financial reporting sufficient to enable him to act as a member of the Audit Committee .

Carsten Korch has extensive corporate experience as a director and officer of public and private companies. Through his involvement with public companies, Mr. Korch has developed an understanding of financial reporting sufficient to enable him to act as a member of the Audit Committee.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “External Auditors”.

Exemption in Section 6.1 of NI 52-110

The Company is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit fees are as follows:

==> picture [469 x 42] intentionally omitted <==

----- Start of picture text -----

Financial Year Ending Audit Fees Audit Related Fees Tax Fees All Other Fees
January 31, 2020 $18,500 Nil Nil Nil
January 31, 2019 $18,500 Nil Nil Nil
----- End of picture text -----

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

A. Approval and Ratification of Stock Option Plan

Therefore, at the Meeting, shareholders will be asked to pass a resolution in the following form:

“UPON MOTION IT WAS RESOLVED that the Company approve and ratify the Stock Option Plan pursuant to which the Directors may, from time to time, authorize the issuance of options to Directors, officers, employees and consultants of the Company and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of the grant, with a maximum of 5% of the Company’s issued and outstanding shares being reserved to any one person on a yearly basis.”

The purpose of the Plan is to allow the Company to grant options to Directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options will be exercisable over periods of up to five years as determined by the Board of Directors of the Company and are required to have an exercise price no less than the closing market price of the Company’s shares prevailing on the day that the option is granted. Pursuant to the Plan, the Board of Directors may from time to time authorize the issue of options to Directors, officers employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The Plan contains no vesting requirements, but permits the Board of Directors to specify a vesting schedule in its discretion. The Plan provides that if a change of control, as defined therein, occurs, all shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

The full text of the Plan will be available for review at the Meeting.

Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote for the approval and ratification of the Plan.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at Suite 506 – 595 Howe Street, Vancouver, British Columbia, V6C 2T5, to request copies of the Company’s financial statements and MD&A.

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year, and which are filed on SEDAR.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 5th day of November, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“Douglas MacQuarrie”

Douglas MacQuarrie, President and Chief Executive Officer

AI assistant

Asante Gold Corporation — Proxy Solicitation & Information Statement 2020

46935_rns_2020-11-13_2ec3697c-50de-4429-bc26-6fe84d03ba8b.pdf