Toubani Resources Finalizes 19.9% Strategic Stake Acquisition in Avanti Gold Corporation

Completion of Strategic 19.9% Stake in Avanti Gold and Shareholder Dilution Considerations

Toubani Resources has finalized its acquisition of a significant 19.9% ownership in Avanti Gold Corporation, a Canadian-listed gold explorer traded on the Canadian Securities Exchange under ticker CSE: AGC. Announced on 29 June 2026, the deal closed on 17 July 2026, representing a substantial strategic move for the Perth-based development company. To acquire 44.5 million Avanti shares, Toubani issued 72.9 million of its own shares to Avanti shareholders, establishing a direct equity connection and positioning Toubani as a major shareholder in the Canadian entity.

Alongside the share issuance, Toubani granted 36.45 million options to Avanti shareholders with an exercise price of $0.60 and a three-year expiry. These options are contingent upon receipt of applications to the option prospectus filed on the completion date. This structured consideration—combining equity shares, options, and time-bound exercise rights—reflects a strategic approach to managing dilution while securing meaningful influence over Avanti's future direction. Toubani shareholders should note that the immediate issuance of 72.9 million new shares significantly increases the company’s issued capital, potentially impacting voting power and earnings per share metrics.

Toubani Resources’ Core Focus and African Gold Development Strategy

Classified as a development company, Toubani Resources focuses on advancing what it describes as Africa’s next large gold development project. Its flagship asset is the oxide-dominant Kobada Gold Project, which offers operational advantages in processing and capital efficiency compared to refractory ore bodies. This project positions Toubani within the junior-to-mid-tier gold developer segment, where asset-stage risk and permitting timelines are critical for investors.

Headquartered in West Perth, Western Australia, Toubani benefits from Australia’s institutional and technical expertise in gold exploration and development. The company has assembled a board and management team with extensive African operational experience and a proven track record in progressing projects through exploration, development, and production phases. This experienced operator positioning aims to differentiate Toubani from exploration-stage peers and reduce execution risk as Kobada advances. The 19.9% stake acquisition in Avanti Gold adds diversification to its core African gold development focus.

Strategic Intent Behind the 19.9% Avanti Gold Investment and Portfolio Diversification

The 19.9% interest acquisition in Avanti Gold indicates Toubani’s intent to diversify its portfolio while maintaining focus on the Kobada project. Holding just below the 20% regulatory disclosure threshold allows Toubani to exert significant influence without triggering change-of-control provisions or mandatory takeover bids. This positioning suggests a strategic aim to be a major shareholder with potential board influence, while preserving flexibility for future capital decisions. Avanti Gold’s listing on the Canadian Securities Exchange provides exposure to North American markets and investor bases distinct from those of Perth-listed junior developers.

Utilizing Toubani shares and options instead of cash preserves liquidity and signals confidence in both companies’ equity valuations. Issuing 72.9 million new shares converts a cash outflow into equity, a common approach for capital-constrained development-stage companies pursuing strategic acquisitions. The three-year options at $0.60 imply a potential future funding path; if exercised, they would generate additional capital for Toubani or Avanti depending on option holders post-acquisition. Investors should assess whether this diversification into a Canadian-listed peer reflects portfolio management or a tactical alliance supporting Kobada’s development timeline.

Details of Share Issuance and Option Grant in Acquisition Consideration

The acquisition consideration for 44.5 million Avanti shares consisted of 72.9 million Toubani shares, representing a 1.64-to-1 share-for-share ratio, plus options equating to roughly 50% of the share consideration on a notional basis. The 36.45 million options granted carry a $0.60 exercise price and three-year expiry, offering a contingent funding mechanism that could generate $21.87 million in gross proceeds if fully exercised. These options are subject to applications under the prospectus filed on 17 July 2026, pending shareholder approval or regulatory clearance.

This dual-component consideration—fixed equity plus contingent options—is typical in cross-border M&A transactions where valuation differences exist or future dilution is tied to performance or milestones. Toubani shareholders should monitor the timing and terms of final option allocations to fully understand the total equity dilution from this transaction. The filing of the option prospectus on 17 July 2026 initiates regulatory review and investor application processes, with no disclosed timeline for completion, requiring ongoing attention to company announcements.

Avanti Gold Corporation Overview and Cross-Border Investment Implications

Avanti Gold Corporation, traded on the Canadian Securities Exchange (CSE: AGC), is a publicly listed North American gold explorer and developer. Toubani’s 19.9% stake establishes a formal economic link between the Australian ASX-listed developer and the Canadian junior explorer, potentially enabling operational synergies, joint funding, or strategic collaboration. However, Avanti’s operational details and asset portfolio are not disclosed in this update; investors should conduct independent due diligence on Avanti’s projects, permitting status, and management.

The cross-border nature introduces foreign exchange risk and distinct regulatory environments affecting governance and disclosure. Toubani’s stake exposes it to both upside and downside risks tied to Avanti’s performance. The update does not specify if Toubani has secured board representation or voting agreements, which would typically be disclosed in future releases. Investors should track Toubani’s quarterly reports for material updates on this investment, including dividends, distributions, or equity adjustments at Avanti.

Transaction Completion and Regulatory Approvals Finalized on 17 July 2026

The acquisition closed on 17 July 2026, following the announcement on 29 June 2026. The swift 18-day turnaround suggests major regulatory and shareholder approvals were either pre-obtained or not significantly delayed. The simultaneous filing of the option prospectus indicates coordinated legal and compliance efforts to finalize the transaction efficiently.

No outstanding conditions precedent or regulatory approvals are noted as of 17 July 2026, except that options remain subject to prospectus application receipt. This implies the share component is fully settled, while the options await administrative processing. Investors should anticipate further announcements confirming option allocations and any term modifications. The absence of a disclosed timeline for prospectus approval necessitates monitoring Toubani’s ASX filings for updates.

Experienced Board and Management Driving African Gold Project Progress

Toubani Resources highlights a board and management team with extensive African project advancement experience, encompassing exploration, development, and production phases. This expertise is a significant advantage for navigating the complex permitting, financing, construction, and operational challenges typical in African jurisdictions, reducing execution risk compared to less experienced peers.

While no individual biographies are provided in this update, investors can verify credentials via the company’s website at www.toubaniresources.com or through ASX corporate governance disclosures. The strategic investment in Avanti Gold may also reflect confidence in Avanti’s management or assets complementing Toubani’s portfolio, though this rationale is not explicitly stated.

Kobada Gold Project: Toubani’s Flagship Oxide-Dominant Asset

The Kobada Gold Project serves as Toubani’s primary development focus and is characterized as oxide-dominant, which typically offers lower strip ratios and simpler processing compared to sulphide or refractory ores. These factors can translate into reduced capital requirements and faster cash flow generation. Although current resource estimates, reserves, or capital cost details are not disclosed, Kobada is positioned as "Africa’s next large gold development project," indicating significant growth potential upon development.

As a development-stage project, Kobada faces permitting, financing, commodity price, and operational risks. The update does not provide specific development milestones or timelines, which are usually detailed in quarterly or project-specific reports. The Avanti Gold stake acquisition complements rather than alters Toubani’s core focus on Kobada’s advancement.

Investor Guidance and Next Steps Following Avanti Acquisition

Post-completion of the Avanti Gold acquisition on 17 July 2026, investors should monitor the resolution of option prospectus applications and final allocation of the 36.45 million options granted. This process will define the timing and terms of the contingent option component. Any material changes or delays will be communicated via ASX announcements. Additionally, disclosure of any board or observer appointments at Avanti would indicate Toubani’s level of strategic involvement.

Investors should also continue tracking updates on the Kobada Gold Project’s development progress, permitting status, and potential capital raises to fund advancement. The significant share dilution from issuing 72.9 million new shares may require disclosure of pro-forma fully diluted capitalization metrics in upcoming reports. Toubani’s website (www.toubaniresources.com) and ASX filings remain essential sources for monitoring project milestones, strategic developments, and changes to the company’s capital structure. Concurrently, following Avanti Gold’s announcements on the CSE will provide insights relevant to the value of Toubani’s 19.9% stake.