Awalé Resources Limited announced that it has entered into non brokered private placement agreement with retuning investor Newmont Ventures Limited to issue 2,908,714 Units for a price of CAD .0.12 per unit for the gross of proceeds of CAD 349,045.68 and 3,558,393 Additional Shares for an aggregate purchase price of CAD 0.171 for the gross proceeds of CAD 0.171 for the gross proceeds of CAD 608,485.203; aggregate gross proceeds of CAD 957,530.883 on December 1, 2023. Each Unit is comprised of one Share and one half of one Warrant, and each Warrant will be exercisable to acquire one Warrant Share at a price of CAD 0.20 per Warrant Share for a period of 36 months from closing. Immediately prior to entering into the Agreement, the investor held 3,232,994 Shares, representing approximately 5.75% of the issued and outstanding Shares on a non-diluted basis.

Immediately following closing of the Top-Up Financing and the Subscription Financing, assuming that Newmont has not acquired any additional securities of Awalé and Awalé has not issued any additional Shares since the date hereof, the investor will hold an aggregate of 9,700,101 Shares and 1,454,357 Warrants, representing approximately 15.48% of the issued and outstanding Shares on a non-diluted basis, and approximately 17.40% of the issued and outstanding Shares on a partially-diluted basis. The proposed transaction, including the terms and conditions thereof, is subject to the performance of certain closing conditions, satisfactory completion of due diligence investigations by Newmont and the receipt of approval by the Exchange. The securities to be issued pursuant to the proposed financing will be subject to a restrictive trading hold period of four months and one day following issuance.

The company anticipates closing the proposed financing with Newmont in Q4 of 2023. The investor will be acquiring the Units and the Additional Shares pursuant to the Top-Up Financing and Subscription Financing for investment purposes, and in the future, Newmont may, from time to time, increase or decrease its investment in Awalé through market transactions, private agreements, treasury issuances or otherwise, depending on market conditions and any other relevant factors. Following the closing of the Top-Up Financing and the Subscription Financing, pursuant to the Agreement, Newmont may, from time to time, designate an individual to serve as a director on the board of directors of Awalé.