Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 





	PRINCIPAL AMOUNT: up to $●	Dated
as of ●, 2022






 


AFRICAN GOLD ACQUISITION CORPORATION (a
Cayman Islands incorporated company and blank check company) (the “Maker”), promises to pay to the order of [insert
name of lender] or its registered assigns or successors in interest (the “Payee”), or order, the principal sum
of up to [insert amount] ($●) in lawful money of the United States of America, on the terms and conditions described below.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


		1.	Principal. The principal balance of this Note shall be payable by the Maker (the “Maturity
Date”) on the earlier of: (i) March 2, 2023 or such later date as may be set forth in the Maker’s Memorandum and Articles
of Association (as amended and restated from time to time) for the Maker to consummate its initial business Combination (“Business
Combination”) or (ii) the date on which Maker consummates a Business Combination (with a target business (as described in its
initial public offering prospectus as filed with the U.S. Securities and Exchange Commission on March 1, 2021, as amended from time to
time (the “Prospectus”)). The principal balance may be prepaid at any time.



 


		2.	Interest. No interest shall accrue on the unpaid principal balance of this Note.



 


		3.	Drawdown Requests. The principal of this Note may be drawn down from time to time prior to the
Maturity Date, upon written request from Maker to Payee (each, a “Drawdown Request”), and shall be subject to the approval
of the Drawdown Request by Payee in its sole discretion. Each Drawdown Request must state the amount to be drawn down, the use of proceeds
for such Drawdown Request and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. If
Payee agrees to fund a Drawdown Request, Payee shall fund such Drawdown Request no later than five (5) business days after receipt of
a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is [insert amount] ($●).
Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments
or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.



 






     


     


    

 


		4.	Conversion Rights. The Payee has the right, but not the obligation, to convert any outstanding
principal amount under this Note, in whole or in part, into warrants (the “Warrants”) of the Maker, as described in
the Prospectus, by providing the Maker with written notice of its intention to convert any outstanding principal amount under this Note
at least one business day prior to the closing of a Business Combination. The Warrants would be identical to the private placement warrants
as described in the Prospectus. The number of Warrants to be received by the Payee in connection with such conversion shall be an amount
determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $1.00.



 


		a.	Fractional Shares. No fractional Warrants will be issued upon conversion of any outstanding principal
amount under this Note. In lieu of any fractional Warrants to which Payee would otherwise be entitled, Maker will pay to Payee in cash
the amount of the unconverted principal balance of this note that would otherwise be converted into such fractional share.



 


		b.	Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert
any outstanding principal amount under this Note at least one business day prior to the closing of a Business Combination, such outstanding
principal amount under this Note shall be deemed to be converted on the date the Business Combination closes. At its expense, the Maker
will, as soon as practicable after receiving this Note for cancellation after the closing of a Business Combination (assuming receipt
of timely notice of conversion), issue and deliver to Payee, at such address requested by Payee, a certificate or certificates for the
number of Warrants to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state
and federal securities laws), including a check payable to Payee for (1) any cash amounts payable as a result of any fractional shares
as described herein and (2) any non-converted outstanding principal amount under this Note.



 


		c.	Conversion Limit. It is acknowledged by the Maker and the Payee that as described in the Prospectus,
no more than $1,500,000 of any working capital loans made to the Payee by the Payee’s sponsor, an affiliate of that sponsor or directors
and officers of the Payee may be converted into Warrants, at the price of $1.00 per Warrant, at the option of those lenders (as applicable).



 


		5.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.



 


		6.	Events of Default. The following shall constitute an event of default (“Event of Default”):



 


		a.	Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to
this Note within five (5) business days of the date specified above. 



 


		b.	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,
insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its
property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such
debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.



 


		c.	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a
period of 10 consecutive days.



 


		7.	Remedies.



 


		a.	Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice
to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts
payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.



 


		b.	Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance
of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee.



 






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		8.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.



 


		9.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that
may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.



 


		10.	Notices. All notices, statements or other documents which are required or contemplated by this
Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service
or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to
such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.
Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on
the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after
delivery to an overnight courier service or five (5) days after mailing if sent by mail.



 


		11.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


		12.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



 


		13.	Trust Waiver. Payee has read the Prospectus and understands that Maker has established the trust
account described in the Prospectus (the “Trust Account”), in an amount of approximately $414 million for the benefit
of the public stockholders and the underwriters of Maker’s initial public offering (the “Underwriters”) pursuant to
the certain investment management trust agreement, dated as of February 25, 2021, between the Maker and Continental Stock Transfer &
Trust Company (the “Trust Agreement”) and that, except for certain exceptions described in the Prospectus, Maker may
disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement.



 


Notwithstanding anything herein to
the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any
monies in the Trust Account (including the deferred underwriters discounts and commissions), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


		14.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee.



 


		15.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void.



 


[Signature page follows]


 




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IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	AFRICAN GOLD ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Christopher Chadwick
	 	 	Chief Executive Officer


 


 


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