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Toubani files prospectus for dual listing on ASX

2022-09-16 15:04 ET - News Release

Mr. Danny Callow reports

TOUBANI RESOURCES FILES PROSPECTUS FOR PROPOSED DUAL LISTING ON THE AUSTRALIAN SECURITIES EXCHANGE

Toubani Resources Inc. (formerly African Gold Group Inc.) has lodged a prospectus with the Australian Securities and Investments Commission in relation to its proposed dual listing on the Australian Securities Exchange.

A copy of the prospectus will be available on SEDAR under the company's profile. Under the prospectus, the company will offer between 27.5 million and 32.5 million CHESS Depositary Interests (CDIs) over common shares in the capital of the company at an issue price of 20 Australian cents (18 cents based on the Canadian dollar/Australian dollar exchange rate on Sept. 16, 2022) per CDI for gross proceeds between $5.5-million (Australian) and $6.5-million (Australian). Each CDI will represent a beneficial interest in one common share of the company. The offer is expected to open on Sept. 19, 2022, with the expected commencement of trading on the ASX to be on or around Oct. 24, 2022.

Leading Australian resource brokers, Canaccord Genuity (Australia) Ltd. and Foster Stockbroking Pty. Ltd., have been appointed as lead manager and co-lead manager, respectively, for the ASX listing process. The managers will receive a capital raising fee of 6 per cent of the total amount raised under the offer, to be paid in cash upon the issue of CDIs under the prospectus, and will receive between 2,909,883 and 3,034,883 options depending on the final size of the offer. One-third of the issued manager options will have an exercise price of 20 Australian cents (18 cents), one-third will have an exercise price of 28 Australian cents (25 cents) and one-third will have an exercise price of 30 Australian cents (27 cents). Each of the manager options will have an expiry date of three years from the date of issue.

The net proceeds raised pursuant to the dual listing on the ASX will be used for undertaking systematic exploration activities on the company's Kobada project, with the aim of discovering, growing and ultimately developing an economic mineral deposit, and undertaking project development and construction.

The project is an advanced-stage development project located in southern Mali, approximately 126 kilometres south-southwest of the capital city, Bamako, and is situated adjacent to the Niger River and the international border with Guinea. The Kobada project holds a multimillion-ounce gold mineral resource estimate of 1,711,000 ounces at 0.86 gram per tonne Au (measured and indicated mineral resource) plus 1,433,000 oz at 1.06 g/t Au (inferred mineral resource) and a total proved and probable ore reserve estimate defined as 45.03 million tonnes of ore at 0.87 g/t Au. The feasibility study outlined an average gold production profile of 100,000 oz over the first 10 years (life of mine at 16 years), while delivering strong economics with pretax net present value at 5 per cent of $506-million (U.S.) and an internal rate of return of 45 per cent. Refer to the prospectus for further details, including the underlying assumptions for the company's financial forecasts in relation to the project.

In accordance with Section 734(6) of the Australian Corporations Act 2001 (Cth), the company advises in respect of the offer of CDIs under the prospectus:

The issuer of the CDIs is Toubani Resources Inc. ARBN 661 082 435.
The prospectus is available on-line for Australian residents only at the Toubani Resources website or by contacting the company by e-mail at [email protected].
The offer of CDIs will only be made in, or accompanied by, a copy of the prospectus.
A person should consider the prospectus in deciding whether to acquire the CDIs.
Anyone who wishes to acquire the CDIs will need to complete the application form that will be in, or will accompany, the prospectus.
The offer of CDIs under the prospectus will only be made available to persons receiving the prospectus in Australia and certain investors in Canada, Hong Kong, New Zealand, Singapore and the United Kingdom.

Qualified person

The geological and mineral resource information contained in this news release has been verified and approved by Uwe Engelmann, BSc (zoology and botany), BSc, honours (geology), PriSciNat No. 400058/08, MGSSA, a director of Minxcon Pty. Ltd. Mr. Engelmann is a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

About Toubani Resources Inc.

Toubani Resources is a TSX Venture Exchange-listed exploration and development company with a focus on building Africa's next mid-tier gold producer. The company has a highly experienced board and management team with a proven record in the African mining sector operating mines from development through to production.

Toubani Resource's principal asset is the Kobada project in southern Mali, which is in an advanced stage of development, having completed the 2021 definitive feasibility study and is targeting gold production of 100,000 oz per annum. As well as the initial Kobada gold project, other exploration locations have been identified on the Kobada, Farada and Kobada Est concessions, offering the potential for an increase in resource.

We seek Safe Harbor.