African Gold Acquisition Corporation *
LIQUIDATION – 8/29/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be September 8, 2023.
- The per-share redemption price was not mentioned
EXTENSION – 3/8/23 – LINK
- The SPAC approved the extension from March 1, 2023 to June 2, 2023, and the option to further extend the date by which it has to consummate a business combination beyond June 2, 2023 up to nine times for an additional (1) month each time to March 2, 2024.
- 36,082,444 shares were redeemed.
- $630K will be deposited into the trust account to extend until 6/2/23; $210K per month will be deposited thereafter as needed
SUBSEQUENT EVENT – 8/26/22 – LINK
- On August 22, 2022, in conjunction with the Company’s financial advisors, members of the Board discovered improper withdrawals from the Company’s operating bank accounts, which transactions, based upon the Company’s investigation to date, appear to have commenced during the quarterly period ended March 31, 2022.
- Upon these discoveries, the Company’s management immediately notified the Board, and the Board immediately launched an internal investigation, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts, and sought to recover funds.
- From the Board investigations and discussions with its advisors, it appeared that Cooper Morgenthau, the former Chief Financial Officer and director of the Company, had made 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.
- The Board has held numerous internal and external discussions and conducted further investigations and analysis since discovering the Irregularities.
- With the assistance of its financial advisors, and from information provided by Mr. Morgenthau, it also appears that several bills from third party vendors that appeared to have been paid, in fact have not been paid and remain outstanding.
- The exact amounts owed are still being determined. The Board took immediate action to confirm that the Irregularities did not extend to the Company’s trust account, and as of August 23, 2022, there was approximately $415,537,995 in that trust account.
- The Board met on August 26, 2022, to discuss the Irregularities and the foregoing issues further, and to determine what additional steps are to be taken.
- The Company’s management, under the oversight of the Audit Committee, has been asked to continue its investigation of these matters and the Company’s attempt to recover any funds that have been improperly withdrawn.
MANAGEMENT & BOARD
Executive Officers
Christopher Chadwick, 52
Chief Executive Officer and Director
Mr. Chadwick has served as the founder and Chief Executive Officer of African Axis (Pty) Ltd, an advisory company to the resource industry since 2012. From 2012 to 2017, Mr. Chadwick served as the Chief Executive Officer of Gold One International (Pty) Limited. Prior to that, he served as the Chief Financial Officer of Gold One International (Pty) Limited from 2007 to 2012. During his tenure with Gold One International, Mr. Chadwick led the development and commissioning of Gold One International’s Modder East mine in 2009. Mr. Chadwick previously co-founded Sibanye-Stillwater Limited (JSE: SSW and NYSE: SBSW), the eighth largest gold company internationally and the largest gold producer in South Africa and one of the world’s leading palladium and platinum producers. He was instrumental to Sibanye’s acquisition of Stillwater Mining Company in 2017, which had an enterprise value $2.2 billion at the time of the transaction. Mr. Chadwick received a Bachelor of Accountancy from University of South Africa, as well as a Bachelor of Accountancy (with honors) CTA from University of South Africa and passed the CA (SA) for the South African Institute of Chartered Accountants.
Cooper Morgenthau, 33 [Terminated 8/26/22]
Chief Financial Officer and Director
Mr, Morgenthau previously served as Senior Vice President, Financial Planning and Analysis at Clarivate Analytics from April 2019 to December 2019. From 2013 to 2019, he held various roles, most recently Vice President with M. Klein and Company, an investment bank with a global strategic advisory practice. While with M. Klein and Company, he was instrumental to the formation and initial public offering of Churchill Capital Corp, a special purpose acquisition corporation sponsored by M. Klein and Company, and played a key role in the SPAC’s business combination with Clarivate Analytics. During his tenure with M. Klein and Company, he also advised companies, governments and large institutional investors globally on mergers and acquisitions, capital markets activities and strategic investments. Prior to that, Mr. Morgenthau served as an investment analyst at Chesapeake Partners, a generalist, value-oriented hedge fund from 2012 to 2013 and as an investment banking analyst at Citigroup Global Markets from 2010 to 2012. Mr. Morgenthau holds a Bachelor of Science degree in finance from Virginia Polytechnic Institute and State University.
Izak Marais, 52 [Resigned 6/6/22]
Chief Operating Officer and Director
Mr. Marais is a mining engineer with 27 years of experience in the open pit and underground mining industry. In December 2016, he co-founded Njovu Strategic and Operational Advisors (“Njovu”), an advisory company that provides strategic and operational advice to small and micro mining operations in Sub-Saharan Africa. Mr. Marais has served as Operations Director for Njovu since July 2017. Prior to that, Mr. Marais served as the Chief Operating Officer of Gold One International from November 2007 to December 2016, where he was responsible for the development from grassroot level, of the company’s flagship Modder East Operations, which included the development, construction, and operation of the shallow underground mine and metallurgical processing plant. He resigned as an officer of Gold One International in December 2016 and served in an advisory capacity at the company until June 2017. Mr. Marais previously served as Managing Director of Sallies Limited, an open pit fluorspar mining company listed on the Johannesburg Stock Exchange from 2003 to 2007. Mr. Marais holds a Bachelor of Engineering (Mining) degree from the University of Pretoria and an MBA from the University of Cape. He is currently completing an LL.M in International Business Law with the University of Cumbria.
Board of Directors
Robert Hersov, 60
Chairman of the Board
Mr. Hersov is a South African entrepreneur, senior executive and private investor based in Cape Town. He has served as the chairman and Chief Executive Officer of the S-Group, a global business development and marketing agency since 2018. Mr. Hersov also founded and served on the board of directors of a number of companies and owns companies in the aviation, resource, media/marketing, and finance sectors. He has founded and served as chairman of Invest Africa since 2013, the chairman of African Capital Investments since 2014, chairman of Alternative Capital since 2009, and deputy chairman of the VistaJet advisory board since 2009. Mr. Hersov received a Bachelor in Business (with honors) from the University of Cape Town and an MBA from Harvard University.
Brian Hinchcliffe, 65 [Appointed Interim CFO 8/26/22]
Vice Chairman of the Board
Mr. Hinchcliffe 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. (TSXV: NPR.V; formerly known as Interbit 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 largest 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. (now Kirkland Lake Gold Ltd., TSX, NYSE, ASX), 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 highest 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. Mr. Hinchcliffe holds a Bachelor’s degree in Economics from SUNY Oneonta.
Koosum Kalyan, 65
Director
Ms. Kalyan has served as a Senior Business Development Advisor for Shell International in London from 2000 to 2019. Prior to that, she served as GM Executive for Shell Southern Africa from 1989 to 2000. She also serves on the Boards and International Advisory Councils of Aker Solutions in Norway, Gardaworld in Canada, Anglo-American Mining, and Norwegian African Business Association in Norway, Invest Africa and Thabo Mbeki Foundation. Ms. Kalyan holds a Bachelor of Laws and Economics degrees from the University of Durban Westville and completed the Senior Executive Management Program at London Business School and a Leadership Management Program at Shell Leadership Institute.
Bradley Doig, 56
Director
Mr. Doig has over 30 years of operational, mining, corporate finance and business development experience. He co-founded Petmin Limited, an anthracite producer based on South Africa, in 2005 and has served as Chief Operating Officer and executive director of Petmin Limited since February 2006. Mr. Doig is also currently President and Chief Executive Officer of Petmin USA Inc., leading the Company’s capital raising for the construction of a high-grade nodular pig iron facility in Ashtabula, Ohio. He previously founded and served as Chief Investment Officer and executive director of Decorum Capital Partners, the fund manager for the New Africa Mining Fund, South Africa’s first private equity fund specializing in the junior mining sector from 2001 to 2006. Prior to that, Mr. Doig held various roles at Samancor Ltd, a subsidiary of Billiton Ltd. (now BHP) from 1992 to 2002. Mr. Doig holds a Bachelor of Arts degree from the University of Natal and a Higher Diploma in Company Law from the University of the Witwatersrand. He also completed the Advanced Management Program at Harvard University Business School.
Michael Rawlinson, 51 [Resigned 7/8/21]
Director
Mr. Rawlinson is a former investment banker with over 25 years of experience focused on the mining and metals sector. He has served as the non-executive Chairman of Adriatic Metals Plc since January 2019, an independent director of Hochschild Mining Plc since January 2016 and a non-executive director of Capital Drilling Plc since January 2018. He previously served as Global Co-Head of Mining and Metals at Barclays from 2013 to 2017. Prior to that, Mr. Rawlinson served as Founding Director at Liberum Capital, a boutique investment bank from 2007 to 2013. He was previously Head of EMEA Mining and Metals of J.P. Morgan Cazenove from 2004 to 2007 and a partner at Cazenove & Co. from 1996 to 2004. Mr. Rawlinson started his career in the City of London at Flemings in 1991. He received his Bachelor of Social Science in Economics from the University of Birmingham and his Master of Science in Environmental and Resource Economics from the University College London.
