Asante Closes Bought Deal Private Placement of Subscription Receipts
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VANCOUVER, British Columbia, July 07, 2025 (GLOBE NEWSWIRE) -- Asante Gold Corporation (CSE:ASE, GSE: ASG, FRANKFURT:1A9, OTC:ASGOF) ("Asante" or the "Company") is pleased to announce that it has closed its previously announced bought deal private placement of an aggregate of 163,300,000 subscription receipts of the Company (the "Subscription Receipts") at a price of C$1.45 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds to the Company of C$236,785,000, including the exercise in full of the option granted to the Underwriters (as defined below) (the "Offering"). Each Subscription Receipt issued under the Offering entitles the holder thereof to receive, upon the satisfaction or waiver of the Escrow Release Condition (as defined below) prior to the Termination Time (as defined below), without any further action on the part of the holders thereof and without payment of any additional consideration therefor, one common share of the Company (each, a "Subscription Receipt Share").
The Offering was completed pursuant to the terms of an underwriting agreement dated July 7, 2025 (the "Underwriting Agreement") among the Company and BMO Capital Markets ("BMO"), as co-lead underwriter and sole bookrunner, Clarus Securities Inc., as co-lead underwriter, and Jett Capital Advisors LLC, as co-manager (collectively, the "Underwriters"). As consideration for the services provided to the Company by the Underwriters, the Underwriters were paid a cash commission equal to 5.5% of the gross proceeds of the Offering (other than in respect of sales of Subscription Receipts to purchasers included on a "president's list" of the Company, for which no cash fee was payable) (the "Underwriters' Commission").
The gross proceeds of the Offering, less 50% of the Underwriters' Commission and the expenses of the Underwriters payable at closing of the Offering, were placed into escrow with Computershare Trust Company of Canada (the "Escrow Agent") in accordance with the terms and conditions of a subscription receipt agreement dated July 7, 2025 among the Company, BMO and the Escrow Agent (the "Subscription Receipt Agreement") and will be held in escrow until the earlier of (i) December 31, 2025, or such later date as the Company and BMO, on behalf of the Underwriters, may mutually agree upon in writing, (ii) the date the Company advises BMO (on behalf of the Underwriters) in writing or announces to the public that it does not intend to satisfy the Escrow Release Condition (each of (i) and (ii) being a "Termination Event" and 5:00 p.m. (Vancouver time) on the date on which such Termination Event occurs, being the "Termination Time"), and (iii) the date all of the conditions to first draw down under the definitive agreements (being a facility agreement in respect of a senior secured debt facility, a mezzanine facility agreement in respect of a subordinated secured debt facility, and/or a gold purchase and sale agreement in respect of a gold stream financing) comprising a Financing Package (as defined in the Underwriting Agreement) for aggregate gross proceeds of at least US$275 million, other than release of the escrowed proceeds together with all interest earned thereon (the "Escrowed Funds") and such other conditions that by their nature may only be satisfied at the time of the first draw down under such definitive agreements, are satisfied (without amendment or waiver in any manner that would be materially adverse to the terms and conditions on which the Company is effecting such transactions) or waived by the respective counterparty or counterparties in accordance with such definitive agreements (the "Escrow Release Condition").
In addition, the Company has also agreed to use commercially reasonable efforts to obtain a receipt (the "Final Receipt") for a (final) short form prospectus filed pursuant to National Instrument 44-101, Short Form Prospectus Distributions to qualify the distribution of the Subscription Receipt Shares in each of the provinces and territories of Canada, excluding Québec, by no later than October 5, 2025. If the Escrow Release Condition is satisfied prior to the Company obtaining a Final Receipt, the Subscription Receipt Shares will be subject to a four-month statutory hold period under applicable Canadian securities laws expiring on November 8, 2025.
If the Escrow Release Condition is satisfied prior to the Termination Time, all Escrowed Funds (less the remaining 50% of the Underwriters' Commission) will be released to the Company by the Escrow Agent in accordance with the terms of the Subscription Receipt Agreement. If the Escrow Release Condition is not satisfied prior to the Termination Time, the Subscription Receipts shall be cancelled and holders thereof will be entitled to repayment of an amount equal to their aggregate Offering Price, ...
