Item 4.02. Non-Reliance on Previously Issued Financial Statements or
a Related Audit Report or Completed Interim Review.
For the reasons discussed below, the Audit
Committee of the Board of Directors of African Gold Acquisition Corporation (the “Company"), after consultation with management,
determined, on August 30, 2022, that the Company’s previously issued financial statements, as set forth in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), must be restated and should not be
relied upon.
As previously reported in its Current Report
on Form 8-K filed on August 26, 2022 (the “August 26 8-K”), on August 22, 2022, in conjunction with the Company’s financial
advisors, the Board discovered improper withdrawals from the Company’s operating bank accounts and the subsequent concealment of
these withdrawals, which transactions initially appeared to commence during the period ended March 31, 2022. Upon these discoveries, 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 investigation and the Company’s discussions with its advisors, it appeared
that Cooper Morgenthau, the former Chief Financial Officer and a former director of the Company, had made those improper withdrawals and
took deliberate actions to conceal them, including by falsifying documents (the “Irregularities”). Effective August 22, 2022,
Mr. Morgenthau’s services as the Company’s Chief Financial Officer (the Company’s Principal Financial and Accounting
Officer) were terminated, and Mr. Morgenthau was formally terminated as Chief Financial Officer and removed as a director of the Company
pursuant to its Memorandum and Articles of Association effective August 26, 2022.
While the Board and Audit Committee continue
to hold internal and external discussions and continue to further investigate and analyze the Irregularities, with the assistance of its
financial advisors, it has now been determined that the Irregularities commenced earlier than originally believed, and also occurred during
the fiscal year ended December 31, 2021.
As discussed in Item 3.01 of its Form 8-K dated
August 26, 2022, the Company has not as yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “June
2022 Form 10-Q”) and has received notification of its noncompliance the Section 802.01E of the NYSE Listed Company Manual due to
its failure to timely file its Quarterly Report on Form 10-Q for such quarterly period. In addition, in the August 26 8-K the Company
also disclosed that its Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “March 2022 Form 10-Q”) must
be restated because of the Irregularities and should not be relied upon.
The Company’s management, under the oversight
of the Audit Committee, continues its investigation of these matters. Based on the information that the Board has to date, the Board is
of the view that the Company’s financial statements, other than those contained in the 2021 Form 10-K and the March 2022 Form 10-Q,
do not need to be restated, however this analysis will form part of the Board’s continued investigation. The Board and its Audit
Committee will endeavor to complete these additional investigations as soon as possible and will make additional disclosures as they are
completed.
As previously reported in the August 26 8-K,
the Board has confirmed that the Irregularities did not extend to the Company’s trust account, and as at August 23, 2022,
there is approximately $415,537,995 in that trust account.
The Board and the Audit Committee have directed
management to work with the Company’s outside consultants to design and implement improved processes and procedures to address any
deficiencies in the Company’s internal control over financial reporting revealed by the issues described above, including those
that relate to the safeguarding of the Company’s assets.
The foregoing discussion is based on information
known to the Company as of the date of this report. Additional information may be discovered through further investigation, or in the
course of management’s preparation of restated financial statements. Such information could result in changes in the Company’s
preliminary estimates of the effect of the accounting issues described above and require additional adjustments to previously issued financial
statements, as well as identification of other deficiencies or material weaknesses in the Company’s internal control over financial
reporting.
The Company is working diligently to complete
the preparation or restatement of all applicable financial statements referenced herein and the satisfaction of other applicable disclosure
requirements under the SEC’s rules and regulations pursuant to the Securities Exchange Act of 1934, but is currently not in a position
to advise when the restated 2021 Form 10-K, restated March 2022 Form 10-Q, or the June 2022 Form 10-Q will be filed.
The Audit Committee and management have discussed
the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm.
Forward-Looking Statements:
The information included in this report regarding
changes in executive management, the results of the Company’s internal investigation, the Company’s compliance with its financial
reporting obligations and the effects of such matters on the Company’s financial condition and results of operations, compliance
with SEC rules and the continued listing requirements of the NYSE, include forward-looking statements that are subject to risks and uncertainties
that may cause actual results or circumstances to differ from those expressed or implied by our forward-looking statements. Additional
considerations and other important risk factors affecting the Company's business are described in the Company's reports on Forms 10-K
and 10-Q and other filings with the SEC. The forward-looking statements in this report speak only as of the date hereof.