Announcement • Sep 19
African Gold Acquisition Corporation Files Form 15 African Gold Acquisition Corporation has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its Class A ordinary shares under the Securities Exchange Act of 1934, as amended. The par value of the company's Class A ordinary shares was $0.0001 per share. Announcement • Aug 30
NYSE Determines to Delist the Units and Ordinary Shares of African Gold Acquisition On August 23, 2023, the New York Stock Exchange (the “NYSE”) notified African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and publicly announced, that NYSE had determined to commence proceedings to delist from NYSE (i) the Company’s units, each consisting of one Class A ordinary share and three-quarters of one redeemable warrant, that are listed to trade on NYSE under the symbol “AGAC.U” (the “Units”) and (ii) the Company’s Class A ordinary shares, par value $0.0001 per share, that are listed to trade on NYSE under the symbol “AGAC” (the “Ordinary Shares”). Trading in the Units and Ordinary Shares was suspended immediately. NYSE determined to delist the Units and Ordinary Shares due to the Company’s inability to file its Quarterly Reports on Form 10-Q for the periods ended June 30, 2022, September 30, 2022, March 31, 2023 and June 30, 2023 and Annual Report on Form 10-K for the fiscal year ended December 31, 2022 by August 22, 2023, which is the maximum time allowed under Section 802.01E of the NYSE’s Listed Company Manual. The Company does not intend to appeal the NYSE’s determination. The foregoing actions and their consequences could affect the liquidity and value of the Company’s securities. The Units and the Ordinary Shares may be traded on the over-the-counter markets, or any other available market. Announcement • Aug 24
The New York Stock Exchange to Commence Delisting Proceedings against African Gold Acquisition The New York Stock Exchange (‘NYSE’ or the ‘Exchange’) announced on August 23, 2023 that the staff of NYSE Regulation has determined to commence proceedings to delist the two securities: Class A ordinary shares and Units, each consisting of one Class A ordinary share and three-quarters of one Redeemable Warrant (‘Securities’) of African Gold Acquisition Corporation (the ‘Company’) from the Exchange. Trading in the Company’s Securities on the NYSE will be suspended immediately. NYSE Regulation reached its decision that the Company’s Securities are no longer suitable for listing, because the Company is delayed in filing with the Securities and Exchange Commission its quarterly reports on Form 10-Q for the periods ended June 30, 2022, September 30, 2022, March 31, 2023 and June 30, 2023 and annual report on Form 10-K for the fiscal year ended December 31, 2022 (collectively ‘Delayed Filings’). The Company was not able to complete the Delayed Filings by August 22, 2023, which is the maximum time allowed under Section 802.01E of the NYSE’s Listed Company Manual. The Company has a right to a review of staff’s determination to delist the Securities by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the Securities and Exchange Commission to delist the Company’s Securities upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision. Board Change • Aug 16
High number of new and inexperienced directors There are 6 new directors who have joined the board in the last 3 years. The company's board is composed of: 6 new directors. No experienced directors. No highly experienced directors. CEO & Director Chris Chadwick is the most experienced director on the board, commencing their role in 2020. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • May 17
African Gold Acquisition Corporation announced delayed 10-Q filing On 05/16/2023, African Gold Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Jan 19
African Gold Acquisition Corporation Announces Resignation of Brian Hinchcliffe as a Director Brian Hinchcliffe, the Vice Chair of the Board of Directors of African Gold Acquisition Corporation, informed the Board on December 16, 2022 of his intention to resign as a director of the Company. His resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. His resignation will become formally effective upon his compliance with requirements of Cayman Islands law relating to his resignation. Mr. Hinchcliffe has not participated as a director of the Company since the date of his notification to the Board. Board Change • Dec 31
High number of new and inexperienced directors There are 7 new directors who have joined the board in the last 3 years. The company's board is composed of: 7 new directors. No experienced directors. No highly experienced directors. CEO & Director Chris Chadwick is the most experienced director on the board, commencing their role in 2020. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • Nov 16
African Gold Acquisition Corporation Announces CFO Changes Effective November 9, 2022, the Board of Directors of the Company has appointed Carl Pombar as Chief Financial Officer of the African Gold Acquisition Corporation replacing Mr. Brian Hinchcliffe who was acting as interim Chief Financial Officer since August 2022 and will no longer be acting in such capacity. Mr. Hinchcliffe remains Vice Chairman and a director of the Company.Mr. Pombar, age 49, has been the CEO and CFO of a number of companies over the past 25+ years. Mr. Pombar is currently Founding Principal of Octane Consulting LLC, a CFO consultancy company he has led for the past 10+ years. During that time, Mr. Pombar has been consulting/interim CFO to a number of high-growth stage companies. Prior to his involvement with the Company, Mr. Pombar was CFO of VCV Digital Technology Inc. a cryptocurrency/Web3.0 company where he led, among other initiatives, that company’s S-4 SEC filing to combine with a public SPAC company. Prior to his founding of Octane Consulting, Mr. Pombar was CEO of ArcScan, an early-stage medical device company and prior to that was a Director of M&A at Topcon, a public technology company. Mr. Pombar started his career at Citibank and later worked at Société Générale in their corporate and investment banking divisions, conducting credit analysis, financial modeling and deal structuring. Mr. Pombar has served on the Board of Directors of various early-stage companies and has been involved with various startup ventures as a founder, investor or as part of the management team. He also has experience as an adjunct finance professor at The Globe Institute of Technology in New York City. Mr. Pombar has his Masters in Business Administration with a concentration in Finance from New York University’s Stern School of Business and received his Bachelors Degree from Bucknell University. Announcement • Aug 30
African Gold Acquisition Receives Non-Compliance Notice from NYSE Regulation Staff of NYSE African Gold Acquisition Corporation announced that it has filed a Form 8-K on August 27, 2022 with the Securities and Exchange Commission (the SEC) to make certain material disclosures: On August 22, 2022, in conjunction with the Company's financial advisors, members of the Company's board of directors discovered improper withdrawals from the Company's operating bank accounts and the subsequent concealment of these withdrawals, which transactions commenced during the quarterly period ended March 31, 2022. Upon these discoveries, the Board immediately launched internal investigations, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts and sought to recover funds. From these Board investigations and discussions with its advisors, it appeared that Cooper Morgenthau, the Chief Financial Officer and a director of the Company, had made those improper withdrawals from and after January 2022 and took deliberate actions to conceal them, including by falsifying documents (the Irregularities). The services of Mr. Morgenthau as Chief Financial Officer have terminated and the Company is in the process of formally removing Mr. Morgenthau as a director and officer pursuant to its Memorandum and Articles of Association. Brian Hinchcliffe, the Vice Chairman of the Companys Board, has been designated as Interim CFO until a permanent successor is retained. The Company has not as yet filed its Form 10-Q for the quarter ended June 30, 2022. On August 23, 2022, the Company received a notice (Notice) from the NYSE Regulation staff of the New York Stock Exchange (the NYSE) providing that, as a result of its failure to timely file such Form 10-Q, it was not in compliance with the NYSEs continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual. The NYSE has informed the Company that, under the NYSEs rules, the Company will have six months from the filing due date (January 16, 2023) to file its Form 10-Q with the SEC. The Company can regain compliance with NYSE listing standards during this six month period when the Company files its Form 10-Q with the SEC. During the six month period, the NYSE will closely monitor the status of the Company's late filing and related public disclosures. If the Company fails to file its Form 10-Q within such six month period, the NYSE may, in its sole discretion, allow the Company's units, Class A ordinary shares and warrants to trade for up to an additional six months depending on specific circumstances, as outlined in the rule. If the NYSE determines that an additional six months is not appropriate, suspension and delisting procedures will commence. If the NYSE determines that an additional trading period of up to six months is appropriate and the Company fails to file its Form 10-Q and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, the NYSE may commence delisting proceedings at any time during the period that is available to complete the filing, if circumstances warrant. The Company is working diligently to complete its Form 10-Q, which will depend upon the resolution of the matters described above. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the NYSE continued listing standards. No assurance can be given that the Company will be able to regain compliance with the aforementioned listing requirement or maintain compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual. Announcement • Aug 27
African Gold Acquisition Corporation Announces Chief Financial Officer Changes African Gold Acquisition Corporation announced that on August 22, 2022, in conjunction with the Company’s financial advisors, members of the Company’s board of directors discovered improper withdrawals from the Company’s operating bank accounts and the subsequent concealment of these withdrawals, which transactions commenced during the quarterly period ended March 31, 2022. Upon these discoveries, the Board immediately launched internal investigations, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts and sought to recover funds. From these Board investigations and discussions with its advisors, it appeared that Cooper Morgenthau, the Chief Financial Officer and a director of the Company, had made those improper withdrawals from and after January 2022 and took deliberate actions to conceal them, including by falsifying documents (the Irregularities). The services of Mr. Morgenthau as Chief Financial Officer have terminated and the Company is in the process of formally removing Mr. Morgenthau as a director and officer pursuant to its Memorandum and Articles of Association. Brian Hinchcliffe, the Vice Chairman of the Company’s Board, has been designated as Interim CFO until a permanent successor is retained. Mr. Hinchcliffe, age 66, has been Vice Chairman of the Company since February 2021, and has been involved in the founding of precious and base metal mining companies around the world for the last 30 years with a special focus on returning former mines to production through cost re-engineering and a critical focus on exploration. Mr. Hinchcliffe is currently President and Chief Executive Officer of North Peak Resources Ltd. and also served as Chairman of Interbit Ltd. from 2016 to 2020. From 2014 to 2016, Mr. Hinchcliffe served as Executive Chairman and Chief Executive Officer of Rupert Resources Ltd. until he recruited a new exploration focused management team which is currently developing one of the larger new and high grade, open pit gold discoveries in Finland. From 2002 to 2014, Mr. Hinchcliffe was President and Chief Executive Officer of Kirkland Lake Gold Inc., where he oversaw coordinating the dewatering of the Macassa Mine applying new and innovative exploration strategies that resulted in the Macassa Mine returning to production as one of the higher grade, lowest cost gold mines in the world. Prior to the founding of these companies, Mr. Hinchcliffe joint ventured the $500 million development in Venezuela with Anglo American Mines Ltd. of the Loma de Hierro laterite nickel deposit. He also founded American Pacific Resources, which re-engineered and restarted production at the El Mochito Mine in Honduras, a mine that is currently still in production. Mr. Hinchcliffe started his career as Vice President at J. Aron/Goldman Sachs in 1978 working in New York and London in the mining and metals sector as a trader for 10 years. Announcement • Aug 17
African Gold Acquisition Corporation announced delayed 10-Q filing On 08/16/2022, African Gold Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Jun 07
African Gold Acquisition Corporation Announces Resignation of Izak Marais as Chief Operating Officer On May 31, 2022, Izak Marais notified African Gold Acquisition Corporation (the “Company”) that he was resigning as Chief Operating Officer of the Company effective immediately. Announcement • May 18
African Gold Acquisition Corporation announced delayed 10-Q filing On 05/17/2022, African Gold Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 01
African Gold Acquisition Corporation announced delayed annual 10-K filing On 03/31/2022, African Gold Acquisition Corporation announced that they will be unable to file their next 10-K by the deadline required by the SEC. Announcement • Mar 04
African Gold Acquisition Corporation Elects Zolani Kgosietsile Matthews as Member of the Board Effective February 25, 2022, the board of directors of African Gold Acquisition Corporation elected Zolani Kgosietsile Matthews as a member of the Board, as well as the chair of the audit committee. The Board determined that Mr. Matthews is an “independent director” as defined in the New York Stock Exchange listing standards and applicable rules of the Securities and Exchange Commission. Mr. Matthews, 65, has served as a non-executive director of EnX Group, an industrial group that provides industrial equipment, related components, service and technical expertise to a wide range of industry sectors, since June 2020. He has also served as a non-executive director of Zarclear Holdings since June 2018. From March 2021 until November 2021, Mr. Matthews served as the former Group Chief Executive Officer of the Passenger Rail Agency of South Africa. From September 2020 until February 2021, Mr. Matthews served as Councillor for the Independent Communications Authority of South Africa, an independent regulatory body of the South African government that regulates the telecommunications and broadcasting sectors. Mr. Matthews has held directorships on several companies, including the Ports Regulator of South Africa, where he has served as Non-Executive Chairman from May 2020 to November 2021. Mr. Matthews served as the Executive Chairman of Imvula Group, an outsourcing solutions company, from April 2014 to January 2017. Mr. Matthews holds a Bachelor’s Degree in Political Science from Warwick University in the United Kingdom and a Master’s Degree in Public Administration from the John F. Kennedy School of Government at Harvard University. Board Change • Aug 18
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. CFO & Director Cooper Morgenthau was the last director to join the board, commencing their role in 2020. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • May 19
African Gold Acquisition Corporation announced delayed 10-Q filing On 05/18/2021, African Gold Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC.