Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2021, African
Gold Acquisition Corporation (“we,” “our,” “us” or the “Company”) had the following
three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, consisting of one Class A ordinary share (as defined below) and three-quarters of
one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one Class A ordinary share
(the “units”), (ii) its Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), and
(iii) its public warrants, with each whole warrant exercisable for one Class A ordinary share for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated memorandum and articles of association, our authorized capital stock consists of 330,000,000 ordinary shares,
including 300,000,000 Class A ordinary shares, $0.0001 par value and 30,000,000 Class B ordinary shares, $0.0001 par value, and 1,000,000
undesignated preferred shares, $0.0001 par value. The following description summarizes the material terms of our capital stock and
does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated memorandum
and articles of association, and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report
on Form 10-K for the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of one
Class A ordinary share and three-quarters of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this Report. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of the company’s Class A ordinary shares.


 


Ordinary Shares


 


Class A ordinary shareholders
and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders
and vote together as a single class, except as required by law. Unless specified in the Companies Act, our amended and restated memorandum
and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted
is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under
Cayman Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include amending our
amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Directors
are appointed for a term of three years. There is no cumulative voting with respect to the appointment of directors, with the result that
the holders of more than 50% of the ordinary shares voted for the appointment of directors can appoint all of the directors prior to our
initial business combination. Our shareholders are entitled to receive dividends when, as and if declared by the board of directors out
of funds legally available therefor.


 


We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding public shares, subject to the limitations described herein. Our initial shareholders,
directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination
or certain amendments to our amended and restated memorandum and articles of association as described elsewhere in this Report. Permitted
transferees of our initial shareholders, directors or officers will be subject to the same obligations.


 


If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 20% of the ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior
consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for
or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence
over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect
to the Excess Shares if we complete the business combination. As a result, such shareholders will continue to hold that number of shares
exceeding 20% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at
a loss.


 






     


     


    

 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders at such time will be entitled to share ratably
in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of
shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are
no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem
their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations described
in the Report.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of 30 days after the completion of our initial business combination and March 2, 2022, except
as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary
shares. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City
time, or earlier upon redemption or liquidation. We may, in our sole discretion, lower the exercise price at any time prior to the expiration
date of the warrants for a period of not less than twenty (20) business days, provided, that we provide at least twenty (20) days prior
written notice of such reduction to registered holders of the warrants and, provided further that any such reduction shall be identical
among all of the warrants.


 


We will not be obligated to
deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise
of the warrants is then effective and a current prospectus relating thereto is available, subject to our satisfying our obligations described
below with respect to registration, or a valid exemption from registration is available, including in connection with a cashless exercise.
No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying
such unit.


 


We have agreed that as soon
as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become
effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant
agreement. Notwithstanding the above, if our Class A ordinary shares are, at the time of any exercise of a warrant, not listed on
a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file
or maintain in effect a registration statement, but will use our commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number
of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below)
less the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the volume weighted
average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice
of exercise is received by the warrant agent.


 






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Redemption of
warrants. Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect
to the private placement warrants):


 


		●	in whole and not in part;
	 	 	 



		●	at a price of $0.01 per warrant;
	 	 	 



		●	upon not less than 30 days’ prior written notice
of redemption to each warrant holder; and
	 	 	 



		●	if, and only if, the last reported sale price of the Class A
ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which
we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share
dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like).



 


We will not redeem the warrants
as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares
issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available
throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 


If we call the warrants for
redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so
on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,”
our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect
on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. If our management
takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of
Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares
underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the
warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the
Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the
“fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued
and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need
the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management
does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement
warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to
use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


Redemption
procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such
holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of
9.8% (or such other amount as a holder may specify) of the Class A ordinary shares issued and outstanding immediately after
giving effect to such exercise.


 






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Anti-dilution Adjustments.
The warrants have certain anti-dilution and adjustments rights upon certain events.


 


In addition, if (x) we
issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates,
without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business
combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the
20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price,
the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


The warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing
any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of
the warrants and the warrant agreement set forth in this Report, or defective provision or (ii) adding or changing any provisions
with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or
desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval
by the holders of at least a majority of the then-outstanding public warrants is required to make any change that adversely affects
the interests of the registered holders. You should review a copy of the warrant agreement, which was filed with the Registration Statement,
for a complete description of the terms and conditions applicable to the warrants.


 


The warrant holders do not
have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A
ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one
vote for each share held of record on all matters to be voted on by shareholders.


 


No fractional warrants will
be issued upon separation of the units and only whole warrants will trade.


 


 


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