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TSX Announcements

Toubani Resources Files Prospectus for Proposed Dual Listing on the Australian Securities Exchange

September 16, 2022

September 16, 2022, Toronto, Ontario – Toubani Resources, Inc. (formerly African Gold Group, Inc.) (TSX-V: TRE, FRA: 3A61) (“Toubani Resources” or the “Company”) is pleased to announce that it has lodged a prospectus (“Prospectus”) with the Australian Securities and Investments Commission in relation to its proposed dual listing on the Australian Securities Exchange (“ASX”).

A copy of the Prospectus will be available on SEDAR under the Company`s profile. Under the Prospectus, the Company will offer between 27,500,000 and 32,500,000 CHESS Depositary Interests over common shares in the capital of the Company  (“CDIs”) at an issue price of A$0.20 (CAD$0.18 based on the CAD/ASD exchange rate on September 16, 2022) per CDI for gross proceeds between A$5.5 million and A$6.5 million (the “Offer”). Each CDI will represent a beneficial interest in 1 common share of the Company. The Offer is expected to open on September 19, 2022 with the expected commencement of trading on the ASX to be on or around October 24, 2022.

Leading Australian resource brokers, Canaccord Genuity (Australia) Limited and Foster Stockbroking Pty Ltd (the “Managers”), 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% 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 (the “Manager Options”) depending on the final size of the Offer. One third of the issued Manager Options will have an exercise price of A$0.20 (CAD$0.18), one third will have an exercise price of A$0.28 (CAD$0.25) and one third will have an exercise price of A$0.30 (CAD$0.27). 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 (the "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 km 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 multi-million-ounce gold Mineral Resource estimate of 1,711 koz @ 0.86 g/t Au (Measured and Indicated Mineral Resource) plus 1,433 koz @ 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 pre-tax NPV at 5% of US$506 million and an IRR of 45%.  Refer to the Prospectus for further details, including the underlying assumptions for the Company's financial forecasts in relation to the Project.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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:

Qualified Person

The geological and Mineral Resource information contained in this news release has been verified and approved by Uwe Engelmann, BSc (Zoology & Botany), BSc Hons (Geology), Pri.Sci.Nat. 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 (TSX-V: TRE) 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 track 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. For more information regarding Toubani Resources visit our website at

For more information:

Danny Callow

President and Chief Executive Officer

+(27) 76 411 3803

[email protected]

Daniyal Baizak

Vice President, Corporate Development

+1 (647) 835 9617

[email protected]

Cautionary statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the ability of the Company to lodge the Prospectus and complete the Offer, the receipt of all necessary regulatory approvals for the Offer, the acceptance of the Prospectus by the ASX, the use of the net proceeds received under the Offer, the auger drilling campaign, the expansion of mineral resources and reserves, and drilling and exploration plans of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: receipt of necessary approvals from regulatory authorities; general business, economic, competitive, political and social uncertainties; future prices of mineral prices; accidents, labour disputes and shortages; available infrastructure and supplies; any pandemics and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.



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