Asanko Gold Inc. Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of August 3, 2012 Between KEEGAN RESOURCES INC. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights Agent
Shareholder 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;

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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 AGREEMENT
Lock-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 AGREEMENT
Underwriting 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, 2018
Investor 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 AGREEMENT
Underwriting 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 Agreement
Consulting Agreement • December 27th, 2006 • 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”)

THIS INDENTURE made the 20 day of October, 2008
Indenture • 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, 2013
Arrangement 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:

NOTICE TO READER
Senior Facilities Agreement • 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.

AT THE MARKET OFFERING AGREEMENT June 25, 2020
Terms 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:

Contract
Deed 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, 2006
Shareholder 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, 2012
Arrangement 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 – Ghana
Keegan Resources Inc. • September 30th, 2008 • 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.

Contract
Personal and Confidential; Consulting Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
FRI PROPERTY OPTION AGREEMENT
Fri Property Option 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:

Quicksilver Ventures Inc. CONSULTING AGREEMENT EFFECTIVE JANUARY 1, 2005
Consulting 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).

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ASANKO GOLD ENTERS INTO LIFE-OF-MINE POWER PURCHASE AGREEMENT FOR PHASE 1
Asanko Gold Inc. • June 3rd, 2015 • 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.

REGENT PROPERTY OPTION AGREEMENT
Regent Property • October 17th, 2006 • Keegan Resources Inc. • Nevada

THIS AGREEMENT WITNESSES that in consideration of the sum of $10 now paid by the Optionee to the Optionor (the receipt and sufficiency of which is hereby acknowledged) and the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

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...
Services 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;

Contract
Confidential Consulting Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
LOCK-UP AGREEMENT
Arrangement 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.

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