SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of August 3, 2012 Between KEEGAN RESOURCES INC. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • January 10th, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
WHEREAS the Board of Directors (as hereinafter defined) of the Corporation, in the exercise of their fiduciary duties to the Corporation, has determined that it is advisable and in the best interests of the Corporation to adopt a shareholder rights plan (the "Rights Plan") to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Corporation and the Board of Directors have adequate time to consider and evaluate any unsolicited bid for the Common Shares, (b) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, (c) encourage the fair treatment of the Corporation's securityholders in connection with any Take-over Bid (as hereinafter defined) made for the Common Shares and (d) generally to assist the Board of Directors in enhancing shareholder value;
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 17, 2016, AND AMENDED AND RESTATED AS OF APRIL 29, 2019 BETWEEN ASANKO GOLD INC. AND COMPUTERSHARE INVESTOR SERVICES INC.Shareholder Rights Plan Agreement • June 10th, 2019 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
MEMORANDUM OF AGREEMENT, originally dated May 17, 2016, and amended and restated as of April 29, 2019 between Asanko Gold Inc. (the “Company”), a company incorporated under the laws of British Columbia and Computershare Investor Services Inc., a corporation existing under the laws of Canada (the “Rights Agent”);
LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
In consideration of PMI Gold Corporation (“PMI”) entering into an arrangement agreement dated the date hereof (the “Arrangement Agreement”) with Keegan Resources Inc. (“Keegan”) pursuant to which Keegan will acquire all of the outstanding common shares of PMI on the terms set out in the Arrangement Agreement (the “Transaction”), this support and voting lock-up agreement (the “Agreement”) sets out the terms on which each of the holders of Keegan securities, including its common shares (the “Keegan Shares”), share purchase options (the “Keegan Options”) and common share purchase warrants (the “Keegan Warrants”) listed on Schedule A to this Agreement (the “Lock-up Securityholder(s)”) undertakes to support the Transaction and to take certain actions and do certain things in respect of the Transaction.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Dundee Securities Corporation ("Dundee"), Canaccord Capital Corporation, Clarus Securities Inc., Paradigm Capital Inc. and Wellington West Capital Markets Inc. (each, an "Underwriter", and together, the "Underwriters") hereby severally, in respect of the percentages set forth in section 7.1 of this Agreement, and not jointly, offer to purchase from Keegan Resources Inc. (the "Corporation") upon and subject to the terms hereof, an aggregate of 7,000,000 common shares of the Corporation (each a "Share") at a price of $2.40 per Share (the "Offering Price").
MARSH HOLDINGS INC. - and - ASANKO GOLD INC. INVESTOR RIGHTS AGREEMENT April 4, 2018Investor Rights Agreement • April 10th, 2018 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the completion of the Asanko Share Subscription and the premises and mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the Parties, the Parties covenant and agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
The undersigned, Canaccord Genuity Corp. (“Canaccord Genuity”), Clarus Securities Inc. (“Clarus” and together with Canaccord Genuity, the “Lead Underwriters”), Dundee Securities Corp., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. (each, including the Lead Underwriters, an “Underwriter” and together the “Underwriters”) understand that Keegan Resources Inc. (the “Company”) proposes to issue and sell an aggregate of 24,700,000 common shares in the capital of the Company (the “Purchased Shares”). The Underwriters hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company in the percentages set forth in section 8.1 of this Agreement, all but not less than all of the Purchased Shares on a “bought deal” basis, at the purchase price of $7.50 per common share (the “Purchase Price”) for aggregate gross proceeds of $185,250,000.
Consulting AgreementConsulting Agreement • December 27th, 2006 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
ContractConsulting Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
GOLD FIELDS NETHERLANDS SERVICES B.V. - and - GOLD FIELDS OROGEN HOLDING (BVI) LIMITED - and - MARSH HOLDINGS INC. - and - ASANKO GOLD INC. - and - PMI GOLD CORPORATION - and - ADANSI GOLD COMPANY (GH) LIMITED - and - ASANKO GOLD GHANA LIMITED...Combination Agreement • April 10th, 2018 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
ASANKO GOLD GHANA LIMITED (formerly Keegan Resources (Ghana) Limited) a corporation existing under the laws of Ghana (“Mineco”)
FRI PROPERTY OPTION AGREEMENTOption Agreement • October 17th, 2006 • Keegan Resources Inc. • Nevada
THIS AGREEMENT WITNESSES that in consideration of the sum of US $20,000 now paid by the Optionee to the Optionor and the covenants and agreements hereinafter set forth, the parties hereto agree as follows:
SHARE PURCHASE AGREEMENT Dated as of December 20, 2023 -between- Gold Fields Netherlands Services B.V. -and- Gold Fields Orogen Holding (BVI) Limited -and- Galiano Gold Inc. -and- Galiano International (Isle of Man) Ltd. -and- Galiano Gold (Isle of...Share Purchase Agreement • January 2nd, 2024 • Galiano Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS INDENTURE made the 20 day of October, 2008Lease Agreement • July 1st, 2009 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
Wicklow West Holdings Ltd, a company incorporated in British Columbia and having its registered office at Suite 404, 1199 West Hastings Street, Vancouver, British Columbia
ARRANGEMENT AGREEMENT - Between - ASANKO GOLD INC. - And - PMI GOLD CORPORATION Made December 17, 2013Arrangement Agreement • December 23rd, 2013 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the Parties hereto do hereby covenant and agree as follows:
DATED 16 December 2015 ASANKO GOLD INC. As Parent ADANSI GOLD COMPANY LIMITED As Borrower PMI GOLD CORPORATION As HoldCo KEEGAN RESOURCES GHANA LIMITED As Keegan and EXP T2 LTD. As Lender AMENDMENT (No. 3) AGREEMENT RELATING TO THE SENIOR FACILITIES...Senior Facilities Agreement • December 21st, 2015 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
NOTICE TO READERSenior Facilities Agreement (Construction and Operations) • March 16th, 2016 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
The accompanying Senior Facilities Agreement (Construction and Operations) dated October 20, 2015 involving Asanko Gold Inc. and certain of its affiliates, variously as borrower and guarantors, and EXP 2 Ltd., as lender, together with the related amendment No 1, supersedes and replaces in their entirety a Senior Facility Agreement involving Asanko Gold Inc. and certain other of its affiliates, and Exp 2 Ltd., amended and restated as of October 20, 2015, together with Amendment No 3 dated December 16, 2015, both of which were filed at http://www.sec.gov/edgar/searchedgar/webusers.htm on December 21, 2015.
This Deed of Agreement is made this 19th day of february 2008 BETWEEN the Official Liquidator of Bonte Gold Mines Limited, Joseph Kofi Harlley of Registrar General's Department, Victoriaborg, Post Office Box 118, Accra (hereinafter called the...Deed of Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
AT THE MARKET OFFERING AGREEMENT June 25, 2020At the Market Offering Agreement • June 26th, 2020 • Galiano Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Galiano Gold Inc., a corporation incorporated under the Business Corporations Act (British Columbia) (the "Company"), confirms its agreement (this "Agreement") with H.C. Wainwright & Co., LLC (the "Lead Manager") and Cormark Securities (USA) Limited ("Cormark" and, collectively with the Lead Manager, the "Managers" and, each, a "Manager") as follows:
ContractDeed of Agreement • September 30th, 2008 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Deed of Agreement is made this 19th day of February 2008 BETWEEN the Official Liquidator of Bonte Gold Mines Limited, Joseph Kofi Harlley of Registrar General's Department, Victoriaborg, Post Office Box 118, Accra (hereinafter called the "Assignor' which expression shall where the context so requires or admits include his successors and assigns) of the one part AND Keegan Resources (Ghana) Limited, acting by Daniel T. (Dan) McCoy of No. 2 Second Close, Airport Residential Area, Post Office Box CT6153, Accra, (hereinafter called "the Assignee" which expression shall where the context so admits or require include its successors and assigns) of the other part.
SCHEDULE “A” SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN KEEGAN RESOURCES INC. AND PACIFIC CORPORATE TRUST COMPANY Made as of September 1, 2006Shareholder Rights Plan Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereby agree as set forth below.
ARRANGEMENT AGREEMENT - Between - KEEGAN RESOURCES INC. - And - PMI GOLD CORPORATION Made December 5, 2012Arrangement Agreement • January 3rd, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the Parties hereto do hereby covenant and agree as follows:
KEEGAN RESOURCES GH LTD #6 Templesi Street Airport Residential Area Accra – GhanaLetter Agreement • September 30th, 2008 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This letter is to outline the main terms of our agreement. It is intended that a more comprehensive agreement will follow but that this letter agreement will be sufficient evidence of agreement for the parties to proceed.
Quicksilver Ventures Inc. CONSULTING AGREEMENT EFFECTIVE JANUARY 1, 2005Consulting Agreement • October 17th, 2006 • Keegan Resources Inc. • British Columbia
This CONSULTING AGREEMENT dated as of January 1, 2005 (Effective Date") is between Dan McCoy “Consultant” and Quicksilver Ventures Inc. (QSV).
ASANKO GOLD ENTERS INTO LIFE-OF-MINE POWER PURCHASE AGREEMENT FOR PHASE 1Power Purchase Agreement • June 3rd, 2015 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Vancouver, British Columbia, June 3, 2015 – Asanko Gold Inc. (“Asanko” or the “Company”) (TSX, NYSE MKT: AKG) is pleased to announce the signing of a binding Power Purchase Agreement (“PPA”) with Genser Energy Ghana Limited (“Genser”) for the supply of all the power required for Phase 1 of the Asanko Gold Mine (“AGM” or the “Project”). Genser is an established independent power producer and power plant operator in Ghana that provides power to large industrial and parastatal clients.
DEED OF ASSIGNMENT THIS DEED OF ASSIGNMENT is made the 26th dav of may, 2007 BETWEEN SAMETRO COMPANY LIMITED, Limited liability company registered under the laws of Ghana with its registered office situate at 4/1 Old Ashanti Road, Takoradi in the...Deed of Assignment • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
and - GOLD FIELDS NETHERLANDS SERVICES B.V. - and - GFI NETHERLANDS B.V. - and - ASANKO GOLD INC. - and - ASANKO GOLD (BARBADOS) INC. - and - SHIKA GROUP FINANCE LIMITED - and - ASANKO GOLD GHANA LIMITED - and - ADANSI GOLD COMPANY LIMITED JOINT...Joint Venture Companies and Shareholders’ Agreement • August 13th, 2018 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
WHEREAS pursuant to certain transactions contemplated by an agreement dated as of March 29, 2018 between GFNSBV, GF Orogen, Marsh Holdings Inc., AGI, PMI Gold Corporation, ExploreCo and MineCo (the “Combination Agreement”), as such transactions were varied by the parties in accordance with section 3.4 thereof and reflected herein (the “JV Formation Transactions”), GFINBV and AGB each hold 45% of the issued and outstanding shares of MineCo, and GFINBV and AGB each hold 50% of the issued and outstanding shares of ExploreCo;
DATED 20 October 2015 ASANKO GOLD INC. As Parent ADANSI GOLD COMPANY LIMITED As Borrower PMI GOLD CORPORATION As HoldCo KEEGAN RESOURCES GHANA LIMITED As Keegan and EXP T2 LTD. As Lender AMENDMENT AND RESTATEMENT (No. 2) AGREEMENT RELATING TO THE...Senior Facilities Agreement • December 21st, 2015 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Essase Concession shall cease and the said concession shall vest in the 2nd Party. 6. That the 3rd Party shall assign its interest in the Essase Concession to the 2nd Party. 7. That upon obtaining the written approval of the Minerals Commission for...Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
ContractContractor Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2013 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
In consideration of Asanko Gold Inc. ("Asanko") entering into an arrangement agreement dated December 16, 2013 (the "Arrangement Agreement") with PMI Gold Corporation ("PMI") pursuant to which Asanko will acquire all of the outstanding common shares of PMI on the terms set out in the Arrangement Agreement (the "Transaction"), this support and voting lock-up agreement (the "Agreement") sets out the terms on which the undersigned holder of PMI securities (the "Lock-up Securityholder"), including its common shares (the "PMI Shares"), share purchase options (the "PMI Options") and common share purchase warrants (the "PMI Warrants") listed on Schedule A to this Agreement undertakes to support the Transaction and to take certain actions and do certain things in respect of the Transaction.
