African Gold Group Announces Closing of Private Placement

TORONTO, ONTARIO--(Marketwired - Sep 3, 2015) - African Gold Group, Inc. (TSX VENTURE:AGG) ("AGG" or the "Company") is pleased to announce that it has completed a non-brokered private placement offering (the "Offering") raising gross proceeds of CDN$1,231,171.40. The Offering consisted of 24,623,428 Units (the "Unit") at a price of $0.05 per Unit. Each Unit is comprised of one common share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of AGG at a price of $0.06 per share for a period of thirty-six (36) months from the date of closing.

Six officers and directors of the Company (the "Purchasing Insiders"), purchased an aggregate of 51% of the securities issued pursuant to the Offering. The Offering was considered and approved by the board of directors of the Company, with the directors who purchased Units under the Offering declaring a conflict and recusing themselves from voting on the Offering. There was no materially contrary view or abstention by any director approving the Offering. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the purchase by the Purchasing Insiders was a "related party transaction" but the Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering.

Mr. Georges Cohen, AGG Director and lead investor in this round of financing noted, "I have been a Director and major shareholder of AGG for only a short period of time and can legitimately express my approval with AGG's recent accomplishments. At a time when a number of AGG's peer group companies have been placed on "care and maintenance", AGG continues its drive to production in a systematic and focused manner. Through accomplishments such as the recent granting of the mining license, the Kobada project is, in my view, significantly de-risked from an operational and investment perspective and AGG's ability to advance the project at this time speaks to Kobada's robustness, both in terms of the low capex, and simple mining and gold recovery process, which contribute directly to Kobada's impressive projected IRR (Internal Rate of Return). As an experienced investor, who assesses business value regularly, it is my view that the Kobada gold project is exactly right for the times."

A full copy of the Press Release announcing AGG's "Updated Preliminary Economic Assessment Establishes Low Capex and High Returns For The Kobada Gold Project," issued November 24, 2014, is available for review by activating the following link: http://web.tmxmoney.com/article.php?newsid=71879476&qm_symbol=AGG

AGG paid eligible persons (the "Finders") a cash finder's fee equal to 5% of the gross proceeds from the Units placed by each Finder in cash or common shares and also issued compensation warrants (each a "Compensation Warrant") equal to 5% of the total number of Units placed through each Finder under the Offering. Each Compensation Warrant entitles the holder to acquire one common share at $0.05 for a period of one year from the date of closing. On closing of the Offering, the Company issued 479,000 Compensation Warrants and paid aggregate cash fees in the amount of $23,950 to the Finders.

AGG intends to use proceeds of the Offering for the completion of the Feasibility Study for its Kobada Gold Project located in south-western Mali as well as for working capital purposes. The securities issued pursuant to the Offering are subject to a regulatory hold period of four months and one day from the date of issuance. The Offering remains subject to TSX Venture Exchange acceptance of requisite regulatory filings.

About African Gold Group

African Gold Group is a Canadian exploration and development company with a strong focus on West Africa. African Gold Group is positioned to grow in value as it progresses its Kobada Gold Project through development and into production. For more information regarding African Gold Group visit our website at www.africangoldgroup.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact included herein, including without limitation, statements regarding future plans and objectives of African Gold Group; and statements regarding the ability to develop and achieve production at Kobada are forward-looking statements that involve various risks and uncertainties.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from African Gold Group's expectations have been disclosed under the heading "Risk Factors" and elsewhere in African Gold Group's documents filed from time-to-time with the TSX Venture Exchange and other regulatory authorities. African Gold Group disclaims any intention or obligation to update or revise any forward looking statements whether resulting from new information, future events or otherwise, except as required by applicable law.

Contact

African Gold Group Inc.
Michael A. J. Nikiforuk
Executive Director
(416) 938-5555
majn@africangoldgroup.com
www.africangoldgroup.com