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ASANKOGOLDINC. ANNUALINFORMATIONFORM  FOR THE YEAR ENDED DECEMBER 31, 2016 DATED AS OF MARCH 15, 2017  SUITE 680  1066 WEST HASTINGS STREET VANCOUVER, BRITISH
COLUMBIAV6E 3X2


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TABLE OF CONTENTS

|PRELIMINARY
      NOTES                                                                                    | 3 
|---------------------------------------------------------------------------------------------------------- | --
|CAUTIONARY
      NOTE TO US INVESTORS REGARDING DISCLOSURE OF MINERAL RESERVE AND
      RESOURCE ESTIMATES | 3 
|CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING INFORMATION                                           | 4 
|GLOSSARY                                                                                                   | 6 
|CORPORATE
      STRUCTURE                                                                                  | 10
|GENERAL
      DEVELOPMENT OF THE BUSINESS                                                                  | 11
|BUSINESS
      DESCRIPTION                                                                                 | 17
|RISK
      FACTORS                                                                                         | 24
|MINERAL
      PROPERTIES                                                                                   | 42
|DIVIDENDS
      AND DISTRIBUTIONS                                                                          | 82
|DESCRIPTION
      OF CAPITAL STRUCTURE                                                                     | 82
|MARKET
      FOR SECURITIES                                                                                | 83
|PRIOR
      SALES                                                                                          | 84
|DIRECTORS
      AND EXECUTIVE OFFICERS                                                                     | 84
|LEGAL
      PROCEEDINGS AND REGULATORY ACTIONS                                                             | 87
|INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS                                           | 87
|TRANSFER
      AGENT AND REGISTRAR                                                                         | 88
|MATERIAL
      CONTRACTS                                                                                   | 88
|INTERESTS
      OF EXPERTS                                                                                 | 88
|ADDITIONAL
      INFORMATION                                                                               | 89

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PRELIMINARY NOTES

In this Annual Information Form (the AIF), (i) references to
we, us, our, the Company or Asanko mean Asanko Gold Inc. and its
subsidiaries, unless the context requires otherwise; (ii) we use the United
States dollar as our reporting currency and, unless otherwise specified, all
dollar amounts are expressed in United States dollars and any references to $
mean United States dollars and any references to C$ mean Canadian dollars;
(iii) our financial statements are prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board; and (iv) production results are in metric units, unless
otherwise indicated.

All information in this AIF is at December 31, 2016,
unless otherwise indicated.

The headings and orderings of items included in this AIF
reflect the guidelines in Form 51-102F2. In accordance with the instrument,
headings which were not applicable were omitted, as were negative answers in
most cases.

CAUTIONARY NOTE TO US INVESTORS REGARDING DISCLOSURE OF
MINERAL RESERVE AND RESOURCE ESTIMATES

The disclosure in this AIF has been prepared in accordance with
the requirements of Canadian securities laws, which differ in certain material
respects from the requirements of United States securities laws. Disclosure,
including scientific or technical information, has been made in accordance with
Canadian National Instrument 43-101 Standards of Disclosure for Mineral
Projects (NI 43-101). NI 43-101 is a set of rules and policies developed by
the Canadian Securities Administrators that establishes standards for all public
disclosure an issuer makes of scientific and technical information concerning
mineral projects. The terms measured mineral resources, indicated mineral
resources and inferred mineral resources are used in this AIF and documents
incorporated herein by reference to comply with the reporting standards in
Canada. While those terms are recognized and required by Canadian regulations,
the United States Securities and Exchange Commission (the SEC) does not
recognize them and, generally, does not permit U.S. companies to disclose
mineral resources of any category in documents filed with the SEC. In addition,
the terms proven mineral reserves and probable mineral reserves are used in
the AIF and the documents incorporated herein by reference to comply with
Canadian reporting standards. Those terms differ in certain material respects
from similar terms recognized by the SEC. For example, under United States
standards, mineralization may not be classified as a reserve unless the
determination has been made that the mineralization could be economically and
legally produced or extracted at the time the reserve determination is made.
Investors are cautioned not to assume that all or any part of a mineral resource
will ever be converted into mineral reserves. Mineral resources have a great
amount of uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any part of
measured mineral resources, indicated mineral resources or inferred mineral
resources will ever be upgraded to a reserve, is economically or legally
mineable or will ever be mined. In accordance with Canadian rules, estimates of
inferred mineral resources cannot form the basis of feasibility or other
economic studies. Disclosure of contained ounces is permitted under Canadian
regulations; however, the SEC generally only permits issuers to report
mineralization that does not constitute reserves as in place tonnage and grade
without reference to unit measures. Accordingly, information contained in this
AIF regarding reserves and resources is not comparable to similar information
made public by U.S. companies subject to the reporting and disclosure
requirements of the SEC.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Asanko cautions readers regarding forward looking statements
found in this document and in any other statement made by, or on the behalf of
the Company. Such statements may constitute forward looking information within
the meaning of the United States Private Securities Litigation Reform Act of
1995 and applicable Canadian securities legislation. Forward-looking statements
include, but are not limited to, statements with respect to the future price of
gold, the estimation of Mineral Reserves (as defined below) and Mineral
Resources (as defined below), the realization of Mineral Reserve estimates, the
timing and amount of estimated future production, costs of production, capital
expenditures, costs and timing of the development of new deposits, success of
exploration activities, permitting time lines, hedging practices, currency
exchange rate fluctuations, requirements for additional capital, government
regulation of mining operations, environmental risks, unanticipated reclamation
expenses, timing and possible outcome of pending litigation, title disputes or
claims and limitations on insurance coverage.

Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions, which are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond Asankos control and many of which,
regarding future business decisions, are subject to change. These uncertainties
and contingencies can affect actual results and could cause actual results to
differ materially from those expressed in any forward-looking statements made by
or on behalf of the Company. Although Asanko has attempted to identify important
factors that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those anticipated,
estimated or intended. All factors including the risk factors contained in this
AIF and the documents incorporated by reference herein should be considered
carefully and readers should not place undue reliance on Asankos
forward-looking statements. Examples of such forward-looking statements within
this AIF include statements relating to: the future price of minerals, future
capital expenditures, success of exploration activities, mining or processing
issues, government regulation of mining operations and environmental risks.
Generally, forward-looking information can be identified by the use of
forward-looking terminology such as expects, estimates, anticipates, or
variations of such words and phrases or statements that certain actions, events
or results may, could, or might occur. Forward-looking statements are made
based on managements beliefs, estimates and opinions and are given only as of
the date of this AIF. The Company undertakes no obligation to update
forward-looking information if these beliefs, estimates and opinions or other
circumstances should change, except as may be required by applicable law.

The Companys management periodically reviews information
reflected in forward-looking statements. The Company has and continues to
disclose in its managements discussion and analysis and other publicly filed
documents, changes to material factors or assumptions underlying the
forward-looking statements and to the validity of the statements themselves, in
the period the changes occur.

Forward-looking statements reflect Asankos current views with
respect to expectations, beliefs, assumptions, estimates and forecasts about the
Companys business and the industry and markets in which the Company operates.
Forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions, which are difficult to predict.
Assumptions underlying the Companys expectations regarding forward-looking
statements or information contained in this AIF include, among others, the
Companys ability to comply with applicable governmental regulations and
standards, the Companys success in implementing its strategies and achieving
its business objectives, the Companys ability to raise sufficient funds from
future equity financings to support its operations, and general business and
economic conditions. The foregoing list of assumptions is not exhaustive.

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Readers are cautioned that forward-looking statements are only
predictions, and that the Companys actual future results or performance are
subject to certain risks and uncertainties including but not limited to:

| |  | risks inherent in project developments, especially in a
      developing economy such as Ghanas, including the risk of cost overruns,
      the inherent uncertainty of feasibility studies, the actual performance of
      production and recovery equipment deviating from expectations;                                                          
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                       
| |  | developing economy risks including, but not limited to,
      uncertainties related to the taxation and royalty regimes, the recovery of
      value-added taxes, security of title/tenure regime, labour laws, foreign
      ownership restrictions, foreign exchange and capital repatriation
      restrictions and indigenous population concerns;
| |   |                                                                                                                                                                                                                                                                                                                                                       
| |  | operational risks associated with mining and mineral
      processing including experiencing lower grades than estimated, lower metal
      recoveries than projected, lower metals prices than anticipated, and
      health, safety and environmental risks;                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                       
| |  | development and operational risks that may result in
      financial losses and the need to seek additional capital which may result
      in dilution to shareholders or the application of funds to debt repayment;                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                       
| |  | general mining risks including environmental liability
      claims, risk of accident, unexpected ground conditions, and other risks
      for which insurance may not be available or affordable; and                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                       
| |  | the risk factors described under the heading Risk
      Factors in, or incorporated by reference in, this AIF.                                                                                                                                                                                                                                      

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GLOSSARY

Mining Terms and Frequently Used Abbreviations

AGM: means the Companys principal asset, the Asanko
Gold Mine located in Ghana, West Africa. AGM is also known as the
Project.

Asanko: means Asanko Gold Inc. For the purposes of this
AIF, Asanko is also referred to as the Company.

BCBCA: means Business Corporations Act (British
Columbia).

Carbon-in-leach (CIL) process: a process used to
recover dissolved gold inside a cyanide leach circuit. Coarse activated carbon
particles are introduced in the leaching circuit and are moved counter-current
to the slurry, absorbing dissolved gold in solution as they pass through the
circuit. Loaded carbon is removed from the slurry by screening. Gold is
recovered from the loaded carbon by stripping in a caustic cyanide solution
followed by electrolysis. CIL is a process similar to CIP (carbon-in-pulp)
except that the gold leaching and the gold absorption are done simultaneously in
the same stage compared with CIP where the gold absorption stage follows the
gold leaching stage.

Company: means Asanko Gold Inc. For the purposes of this
AIF, the Company is also referred to as Asanko.

concentrate: a product containing the valuable metal and
from which most of the waste material in the ore has been eliminated.

contained ounces: means ounces in the mineralized rock
without reduction due to mining loss or processing loss.

cut-off grade: the lowest grade of mineralized material
considered economic; used in the estimation of mineral reserves in a given
deposit.

depletion: the decrease in quantity of mineral reserves
in a deposit or property resulting from extraction or production.

dilution: an estimate of the amount of waste or
low-grade mineralized rock which will be mined with the ore as part of normal
mining practices in extracting an ore body.

g/t Au: gram of gold per tonne.

grade: the relative quantity or percentage of metal or
mineral content.

H2: means second fiscal half.

ounce: refers to one troy ounce, which is equal to
31.1035 grams.

LoM: means life of mine.

Mt: means million tones.

Mtpa: means million tonnes per annum.

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NI 43-101: means National Instrument 43-101 
Standards of Disclosure for Mineral Projects of the Canadian Securities
Administrators.

Project: means the Asanko Gold Mine. The Asanko Gold
Mine is also known as AGM.

Project 5M: means the first of two expansion projects on
the Asanko Gold Mine, which combined have the potential to increase production
from 230,000 to 240,000 ounces per annum to over 450,000 ounces per annum.
Project 5M (previously described as Phase 2A) will upgrade the plants
throughput to 5Mtpa and expand mining operations to integrate the Esaase
deposit, including the construction of a 27 kilometer overland conveyor.

Project 10M: means the second of two expansion projects
on the Asanko Gold Mine, which combined have the potential to increase
production from 230,000 to 240,000 ounces per annum to over 450,000 ounces per
annum. Project 10M (previously described as Phase 2B) is the construction of an
additional 5Mtpa CIL plant to double throughput from 5Mtpa to 10Mtpa.

Q: refers to a fiscal quarter.

QA/QC: means quality-assurance/quality control.

Qualified person: an individual who is an engineer or
geoscientist with a university degree, or equivalent accreditation, in an area
of geosciences, or engineering, relating to mineral exploration or mining who
has at least five years of experience in mineral exploration, mine development
or operation, or mineral project assessment, or any combination of these, that
is relevant to his or her professional degree or area of practice, and who has
experience relevant to the subject matter of the mineral project or technical
report, and who is in good standing with a professional association, as more
fully referenced in NI 43-101.

RC: reversed circulation (drilling).

recovery: the proportion of valuable material obtained
during mining or processing. Generally expressed as a percentage of the material
recovered compared to the total material present.

RQD: rock quality designation.

SAG: semi-autogenous grinding.

stripping: in mining, the process of removing overburden
or waste rock to expose ore.

tailings: the material that remains after metals or
minerals considered economic have been removed from ore during processing.

Tailings Storage Facility or TSF: a containment
area used to deposit tailings from milling.

tonne: by common convention refers to one Metric ton,
equivalent to 1,000 kilograms.

Financial Terms

hedge: a risk management technique used to manage
commodity price, interest rate, foreign currency exchange or other exposures
arising from regular business transactions.

hedging: a future transaction made to protect the price
of a commodity as revenue or cost and secure cash flows.

IFRS: International Financial Reporting Standards.

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NSR: net smelter returns.

NYSE MKT: The NYSE MKT, formerly known as the NYSE Amex,
being one of the two stock exchanges (together with the TSX) on which the Common
Shares of the Company are listed.

royalty: cash payment or physical payment (in-kind)
generally expressed as a percentage of NSR or mine production.

SEC: the U.S. Securities and Exchange Commission.

SEDAR: means the System for Electronic Document Analysis
and Retrieval available on the Internet at www.sedar.com.

Spot price: the current price of a metal for immediate
delivery.

TSX: the Toronto Stock Exchange, being one of the two
stock exchanges (together with the NYSE MKT) on which the Common Shares of the
Company are listed.

volatility: propensity for variability. A market or
share is volatile when it records rapid variations.

Technical Information

Canadian Standards for Mineral Resources and Mineral
Reserves

Unless otherwise indicated, in this AIF, the following terms
have the meanings set forth below. Reference is made to the Cautionary Note to
U.S. Investors Regarding Disclosure of Mineral Reserve and Mineral Resource
Estimates at the beginning of this AIF.

Mineral Reserves

Mineral Reserves are sub-divided in order of decreasing
confidence into Proven Mineral Reserves and Probable Mineral Reserves. A Proven
Mineral Reserve has a higher level of confidence than a Probable Mineral
Reserve.

A Mineral Reserve is the economically mineable part of a
Measured or Indicated Mineral Resource demonstrated by at least a preliminary
feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified. A Mineral
Reserve includes diluting materials and allowances for losses that may occur
when the material is mined.

Proven Mineral Reserve

A Proven Mineral Reserve is the economically mineable part of a
Measured Mineral Resource demonstrated by at least a preliminary feasibility
study. This study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the time
of reporting, that economic extraction is justified.

Probable Mineral Reserve

A Probable Mineral Reserve is the economically mineable part of
an Indicated and, in some circumstances, a Measured Mineral Resource,
demonstrated by at least a preliminary feasibility study. This study must
include adequate information on mining, processing, metallurgical, economic and
other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified.

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Mineral Resources

Mineral Resources are sub-divided, in order of decreasing
geological confidence, into Measured, Indicated and Inferred categories. A
Measured Mineral Resource has a higher level of confidence than that applied to
an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level
of confidence than an Inferred Mineral Resource but has a lower level of
confidence than a Measured Mineral Resource.

A Mineral Resource is a concentration or occurrence of natural,
solid, inorganic material or natural, solid, fossilized, organic material
including base and precious metals, coal and industrial minerals in or on the
Earths crust in such form and quantity and of such a grade or quality that it
has reasonable prospects for economic extraction. The location, quantity, grade,
geological characteristics and continuity of a Mineral Resource are known,
estimated or interpreted from specific geological evidence and knowledge.

Measured Mineral Resource

A Measured Mineral Resource is that part of a Mineral Resource
for which quantity, grade or quality, densities, shape and physical
characteristics are so well established that they can be estimated with
confidence sufficient to allow the appropriate application of technical and
economic parameters to support production planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and
reliable exploration, sampling and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough to confirm both geological and
grade continuity.

Indicated Mineral Resource

An Indicated Mineral Resource is that part of a Mineral
Resource for which quantity, grade or quality, densities, shape and physical
characteristics can be estimated with a level of confidence sufficient to allow
the appropriate application of technical and economic parameters to support mine
planning and evaluation of the economic viability of the deposit. The estimate
is based on detailed and reliable exploration and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.

Inferred Mineral Resource

An Inferred Mineral Resource is that part of a Mineral Resource
for which quantity and grade or quality can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed, but not
verified, geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes.

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CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated on September 23, 1999 as a British
Columbia corporation and has operated under other names (most recently Keegan
Resources Inc. from 2008 to early 2013) but since March 1, 2013 it has traded as
Asanko Gold Inc. (symbol AKG) on the Toronto Stock Exchange and NYSE MKT. The
Companys primary asset is its Asanko Gold Mine located on the Asankrangwa gold
belt in Ghana.

The Companys registered and records office is located at Suite
1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British
Columbia, V6E 4N7. The Companys Canadian head office is located at Suite 680 
1066 West Hastings Street, Vancouver, British Columbia, V6E 3X2. Asanko is a
reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and
Newfoundland and Labrador. The Company also reports annually in the United
States under form 40F (available at www.sec.gov).

Inter-corporate Relationships

The Company has the following Inter-corporate Relationships:

|Subsidiary name                                                           | Jurisdiction | Ownership                                   
|------------------------------------------------------------------------- | ------------ | --------------------------------------------
|Asanko Gold Ghana Limited (formerly Keegan Resources
      Ghana Limited) | Ghana        | 90% (10% owned by Ghanaian
      Government)
|Asanko Gold South Africa (PTY) Ltd.                                       | South Africa | 100%                                        
|Asanko International (Barbados) Inc.                                      | Barbados     | 100%                                        
|Asanko Gold (Barbados) Inc.                                               | Barbados     | 100%                                        
|PMI Gold Corporation                                                      | Canada       | 100%                                        
|Adansi Gold Company (GH) Limited                                          | Ghana        | 100%                                        
|Asanko Gold Exploration (Ghana) Limited                                   | Ghana        | 100%                                        

[REST OF THE PAGE INTENTIONALLY LEFT BLANK]





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Figure 3.1: Asanko intercompany relationships



GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Fiscal 2014 (Year ended December 31, 2014)

In December 2013, the Company negotiated a business combination
with PMI Gold Corporation (PMI) and entered into an arrangement agreement
(PMI Arrangement) whereby Asanko would acquire all of the common shares of PMI
on the same basis as had been attempted in 2012, as described in Asankos Annual
Information Form for the financial year ended December 31, 2012. The 2012
Arrangement failed to clear PMI shareholder approval by the requisite special
majority. However, since that time, Asanko had revised the mine and
metallurgical models of the Esaase Project which resulted in a more robust
Pre-Feasibility Study and entered into a Definitive Senior Facilities Agreement
(DSFA) with a special purpose vehicle of RK Mine Finance Trust I (Red Kite),
which is now fully drawn for a total of $150 million. The debt is carried at
amortized cost and is presented net of unamortized financing fees of $15.8 million and unpaid interest up to May 2016 (when the loan was
modified; see below). Interest on the DFSA is calculated on a quarterly basis at
a rate of LIBOR +6% and there is a 1% minimum LIBOR rate which creates an
interest rate floor. The Company can elect to repay the DSFA, or a portion
thereof, early without penalty. The DSFA is fully secured by shares of the
Companys Ghanaian subsidiaries.

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Following successful shareholder votes, the PMI Arrangement was
completed, effective at 12:01 a.m. on February 6, 2014, Pursuant to the PMI
Arrangement, Asanko acquired all of the issued and outstanding common shares of
PMI (PMI Shares), such that PMI became a wholly-owned subsidiary of Asanko,
for consideration consisting of 0.21 common shares of Asanko (Asanko Shares)
for each outstanding PMI Share (the Exchange Ratio). Additionally, outstanding
options and warrants to acquire PMI Shares have been exchanged for options
(Replacement Options) and warrants (Replacement Warrants), as the case may
be, of Asanko that will entitle the holder to receive, upon exercise thereof,
Asanko Shares based upon the Exchange Ratio and otherwise on the same terms and
conditions as were applicable to such PMI options and warrants immediately
before the effective time of the PMI Arrangement.

To give effect to the PMI Arrangement, Asanko issued 87,149,914
Asanko Shares, 3,237,491 Replacement Options and 126,000 Replacement Warrants
and reserved for issuance of 117,158 Asanko Shares issuable in lieu of PMI
Shares upon vesting of outstanding performance rights of PMI. Following the
completion of the PMI Arrangement, PMI and Asanko shareholders held
approximately 50% each of the combined company.

In early 2014 following the completion of the PMI Arrangement,
PMI owned the Obotan gold project (Obotan or Obotan Project), located near
the Companys existing Esaase gold project (Esaase or Esaase Project, and
together with the Obotan Project, the Asanko Gold Mine or AGM). Asanko
intended to develop the AGM in two phases, with Phase 1 being largely based on
the Obotan Project as initiated by PMI. It was envisioned by the Company that
the Esaase pit would be assessed for development in a second phase of which was
the subject of a follow-on Pre-Feasibility Study (Phase 2 PFS), which was
completed in May 2015 and finalized on June 29, 2015.

During 2014, the Company focused on the development of Phase 1
of the AGM, which entailed the development and construction of the Obotan
Project to achieve commercial mining operations at a steady state of 190,000
ounces of gold per annum with the first gold pour in Q1 2016 at an initial
capital cost of approximately $295 million ($40 million spent as at December 31,
2014). Phase 1 of the commercial production plan is fully permitted and was
under construction in 2014.

In September 2014, the Company announced a revised Mineral
Resource Estimate (MRE) for Phase 1 of the AGM, including a maiden resource
for the newly discovered Dynamite Hill deposit. This followed the decision by
Asanko to do a comprehensive review of the original May 2012 MRE for the four
main deposits which comprise Phase 1 - Nkran, Adubiaso, Abore and Asuadai - that
were acquired from PMI. The original MRE was not deemed to be a suitable input
for the detailed mine planning required to commence the mining operations of
Phase 1. The results of the new MRE for Phase 1 were not materially different to
the 2012 MRE and therefore confirmed the validity of the previous estimate.
Importantly, however, the new MRE more precisely represents grade distribution
and continuity within the deposits, and, as a result, the model now supports the
ability to plan the mine with the selectivity required to manage grade control
and volumes.

On November 13, 2014 the Company announced an optimized mine
plan and associated operating costs for Phase 1 of the AGM, which confirmed the
robustness of the Projects economics. These, together with the updated capital
cost estimate and an updated MRE, collectively form the Definitive Project
Plan (DPP) for Phase 1 of the AGM. Definitive Project Plan highlights
included:

| |  | LoM gold production of 2.33 million ounces over
      a 12 year life of mine;
| | - | -----------------------------------------------------------------------------

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
    capital cost of $295 million, including all
      associated infrastructure and allowances for contingencies;
    lowest quartile All-In-Sustaining-Costs of
      $781/oz; competitive operating cash costs of $645/oz; and
    first gold targeted during Q1 2016 and
      steady-state production in Q2 2016.


Phase 1 of the AGM was 24% completed at the end of December
2014 and was on schedule for its first gold pour in Q1 2016. Critical path
schedule items continued to be the installation of the two mills, tailings
storage facility infrastructure and the installation of the 30km long 161 kV
power line to the project site. Concrete pouring was progressed substantially
during December 2014 and resumed in January 2015. Importantly, the SAG and ball
mill bases were completed and the handover for the mill installation was on
schedule. Pouring the foundations of the Carbon-in-Leach (CIL) circuit bases
and the pre-leach thickener bases were commenced and were completed in Q2 2015.
The CIL tanks were delivered to the site in preparation for site erection. Steel
installation commenced in early February 2015.

Earthworks for the run-of-mine tip wall, crusher and primary
stockpile tunnel were completed and handed over to the civil contractor.
Progress on the preparation of the tailings storage facility was advanced
according to schedule, the HDPE liner was shipped to site and laydown of the
HDPE liner was completed during 2015. Construction of the contractor camp
housing was completed and work on all the essential services; water, power and
sewage was underway and due for completion by the end January 2015. There were
approximately 500 contractors on site.

The Company negotiated a definitive power supply agreement,
which was finalized in Q1 2015. Power was planned to be sourced from the
national grid with the power supplied from either the state-owned power
generation company or an independent power producer.

The main mineral resource for Phase 1 is the Nkran pit, located
immediately adjacent to the plant site. The first stages of pre-stripping
commenced and de-watering of the Nkran pit which commenced in December 2014 was
expected to take up to 10 months to complete. As at the end of December 2014 the
water level in the Nkran pit had already reduced by approximately 2 metres. The
dewatering continued throughout 2014 and occurred in parallel with pre-stripping
operations and was proceeding on schedule.

Procurement for Phase 1 of the AGM was 68% complete and
proceeding on schedule with approximately $170 million currently committed in
orders and contracts and $40 million already spent, as at December 31, 2014.
Equipment and materials deliveries, none of which were on the project critical
path, remained on schedule. Two-thirds of the capital expenditures of the AGM
were committed and the Mining Contract (as defined below) was awarded.

The Company aimed to achieve steady state production in the
second quarter of 2016 and to become cash flow positive. The Company had
approximately $230 million in cash on-hand as at December 31, 2014 and undrawn
project Debt Facilities of $70 million plus the $20 million Overrun Facility for
total available funding of approximately $320 million. Asanko had also filled
the majority of the key operating positions at the Asanko Gold Mine in readiness
for the commencement of ore mining operations and plant commissioning later in
2015.

In connection with the AGM operations, the Company was required
to relocate a portion of the Nkran village, consisting of 88 building
structures, ahead of commencing ore mining operations. The Resettlement Action
Plan (RAP) report for the partial resettlement had been completed and
submitted to the Ghana Environmental Protection Agency (the EPA) for review.
The site for the relocation had been selected by the Relocation Negotiation
Committee and had been approved by the Ghanaian Lands Commission. Site
preparation for the resettlement site was completed in December 2014 and
construction commenced in February 2015. The partial relocation was completed by
the end of Q3 2015.

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On August 26, 2014 the Company entered into a settlement
agreement with a private Ghanaian company, Goknet Mining Company (Goknet), to
eliminate Goknets claim for a 2% net smelter return (NSR) royalty on Phase 1
of the AGM.

The financial terms of the agreement involved $1 million cash,
one million Asanko shares and the transfer to Goknet of two non-material
exploration projects, Kubi and Diaso. Included in the agreement the Company will
retain a right to match any future offer made to Goknet with respect to a
disposal of the Diaso Project concessions.

The only material royalty now applicable to Phase 1 of the AGM
is the Government of Ghanas 5% NSR royalty.

Fiscal 2015 (Year ended December 31, 2015)

During 2015, the Company continued to focus on the development
of Phase 1 of the AGM, to achieve commercial mining operations at a steady state
of 190,000 ounces of gold per annum with the first gold pour in Q1 2016.

As at December 31, 2015 pre-stripping of the Nkran pit was
nearing completion, with over 19 million tonnes (Mt) of material mined.

Ore mined to December 31, 2015 had been mostly from zones that
were in the inferred category, which do not form an integral part of the mine
plan, and are located peripheral to the main orebodies, which have been exposed
as the mining pushback has advanced. Further mineralized zones of the main Nkran
orebody were exposed in places along the western flank of the pit and were made
available to support the ore production levels required as the AGM commissions
and ramps up to steady-state. The ore from these zones was verified by RC grade
control drilling where access permits.

Mining operations continued at rates in line with long-term
steady state mining plans. The mining of the ore zones encountered during the
pre-strip was selective due to the generally narrow and discontinuous nature of
these zones, but geological mapping and grade control drilling provided a steady
source of this ore. As mining advanced and deepened on the western flank of the
Nkran deposit, ore domains continued to be exposed giving continuity along
strike, at depth and considerably greater widths.

The Reverse Circulation (RC) drilling program commenced in
April 2015. The RC drilling was aligned to the 3 meters flitch and 6 meters
mining bench plans, and has been developed on 10 x 5 meter intervals. Additional
inclined holes were drilled to 22.5 and 45 meter depths, and sampled at 1.5
meter intervals. This pattern provided cover for 6 benches (36 vertical meters),
which is equivalent to approximately 6 months of mining.

During the pre-stripping operation, the RC drilling program
evaluated the inferred resources and peripheral zones of mineralization that are
located outside the main ore domains. As at December 31, 2015, 1,735 grade
control drill holes have been drilled for 50,679 meters and 41,321 gold assays.
In addition 1,523 meters of rip-lines have been analyzed and mapped. This has
culminated in over 290,000 tonnes of ore (split into oxide, transition and fresh
stockpiles) being placed on stockpile.

Commissioning of the crusher with waste was achieved on
December 10, 2015. Ore commissioning of the milling and CIL circuits commenced
in Q1 2016, ahead of schedule.

The tailings pipeline and return water system components of the
Tailings Storage Facility (TSF) were completed and the Environmental
Protection Agency (EPA) conducted its final inspection of the TSF and
confirmed that all conditions of the permit were met.

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During 2015 the Company agreed with its lender, Red Kite, to
consolidate the $20 million Overrun Facility into the Project Facility of US$130
million for a total Debt Facility of $150 million.

Red Kite also agreed to waive the 3% drawdown fee on the
Overrun Facility and as such, Asanko drew down the remaining $20 million,
removing any uncertainty over access to the funds in the event they are
required. Asanko granted four million warrants to purchase common shares in
Asanko to Red Kite as part of the original funding package. The strike price of
the warrants was set at $1.83 per share, which was calculated based on a 25%
premium to the 20-day volume weighted closing price, as at December 16, 2015.
The warrants expire three years from the date of issue.

The AGMs capital cost of $295 million continued to track
within budget in 2015. At December 31, 2015, the Company had approximately $115
million in cash on its balance sheet (including the recently drawn $20 million).
Approximately $229 million had been spent (cash out) on the AGM, with $66
million remaining. This left the Company with $49 million in working capital to
commission the mine and get to positive cash flow, which was at this stage
expected by Q2 2016.

The Company also advanced engineering of its Phase 2 Project
and in May 2015 announced the results of the Phase 2 expansion Pre-Feasibility
Study (PFS) which combines the Phase 1 project, currently under construction,
with the Esaase Project as Phase 2 of the Asanko Gold Mine. The expanded project
delivers enhanced project economics with superior IRRs, $147 million in NPV
savings, low operating costs and strong cash flow generation against the
previously envisaged standalone projects by leveraging off the infrastructure
and organizational capability being put in place for Phase 1.

The Phase 2 expansion was planned to integrate the Esaase
deposit with the Phase 1 Obotan project to create one large, multi-pit mine
producing an average of 411,000 ounces of gold over a 10.5 year LoM from 2018.
The ore will be mined and crushed at Esaase and then conveyed to a central
processing facility at Obotan. The processing facility was planned to be
expanded with a 5 Mtpa flotation plant which will be built alongside the Phase 1
3Mtpa CIL plant. In addition the annual throughput of the Phase 1 CIL plant
would be upgraded and increased to 3.8Mtpa by adding two extra CIL tanks to
allow for the blending of oxide ores from Esaase with feed from the Phase 1
pits.

Based on the PFS, the combined project, at an assumed $1,300
per ounce gold price, yields a 27% after-tax IRR with a NPV of $770 million at a
5% discount rate.

A definitive Feasibility Study for Phase 2 was underway as at
December 31, 2015 and is expected to be completed in Q2 2017.

Bought Deal Public Offering

In February 2015, the Company completed a bought deal public
offering of 22,770,000 common shares of the Company for gross proceeds of
approximately $36.4 million (approximately C$46 million). The Company used the
proceeds from the offering, together with cash on hand and the Debt Facilities,
to advance Phase 1 of the Asanko Gold Mine.

Fiscal 2016 (Year ended December 31, 2016)

The Company completed the finalization of capital expenditures
on the first phase of the AGM for $291 million, approximately $4 million under
the budget of $295 million.

On April 1, 2016, the Company declared commercial production
for the first phase of the AGM, a full quarter ahead of schedule. Commercial
production was declared as a result of the mine achieving a number of key
milestones including the mill processing at 111% of design capacity and gold
recovery exceeding design during the month of March.

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Steady state production was achieved at the AGM by the end of
Q2.

During September, a mobile crusher was commissioned to mitigate
a bottleneck in the primary crushing complex and the processing plant operated
at 20% above design capacity (3.6Mtpa) .

Mined ore grade increased steadily during the three quarters
post the commencement of commercial production (2.0g/t average mined grade in
Q4) as the central mineralized domains in the Nkran pit were exposed.

111,164 ounces were produced in H2 2016 (H2), exceeding the
Companys top-end revised H2 guidance of 106,000  111,000 ounces. The H2
guidance was increased twice during 2016 as the Company continuously exceeded
gold production targets and as the processing facility continued to perform at
above design performance levels.

A total of 147,501 ounces of gold were produced following the
commencement of commercial production (a nine-month period ending December 31,
2016), and 147,950 ounces were sold at an average price of $1,247/ounce for
gross gold revenue of $184.5 million.

The Company completed the acquisition of a new exploration
target, Akwasiso, located 9kms north-east of the processing facility. Highly
encouraging drill results obtained from 10,000 metres of drilling over 81 holes
with visible gold intercepts and extensive mineralized intersections of similar
style to the main Nkran pit.

The 2016 near mine exploration program yielded success with the
delineation of Mineral Resources and Reserves at the Adubiaso Extension and
Nkran Extension.

During the second quarter 2016, the DSFA was amended in order
to defer the repayment of the principal for two years (being the principal
deferral period). The amendment provides that the first principal repayment will
now be payable on July 1, 2018 after which the facility will be repaid in nine
equal quarterly installments, with the last repayment on July 1, 2020. The
Company will continue to pay quarterly interest on the loan facility during the
principal deferral period. There are no other changes to the existing debt
facility terms. A deferral fee of 2% of the loan principal was paid commensurate
with signing the amendment. The amendments are considered to be a modification
of the previous DFSA; the deferral fee of $3.275 million was paid during the
second quarter 2016 and has been deferred to the loan balance and is being
amortized with previously deferred debt financing costs over the remaining life
of the DSFA based on the revised effective interest rate of 10.6% .

The Company received total VAT refunds of $26 million in Ghana,
being the majority of VAT refunds relating to first phase of construction of the
AGM, as well as operational VAT receivables from Q1 pre-commercial production
operations. Operational VAT payments from Q2 through Q4 of 2016 are currently
being validated by the authorities in Ghana. The Company expects once the VAT
backlog is recovered, quarterly VAT outflows will be offset by quarterly VAT
inflows as the audit and claim process of VAT receivables is regularized.

The balance sheet at December 31, 2016 remains strong with cash
of $60 million, unrefined gold dore on hand with a market value of $5.9 million
and $0.6 million in receivables from gold sales. The working capital position of
the Company strengthened from $66.7 million at September 30, 2016 to $72.8
million as of December 31, 2016.

In December 2016, Asanko received the Ghana Mining Industry
Awards 2016 Corporate Social Investment Project of the Year for the Obotan
Cooperative Credit Union project, an initiative aimed to increase access to
financial capital and other financial services to assist small businesses
address the challenge of access to credit and to support the development of
economic growth in and around the Asanko Gold Mine catchment area.

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On October 25, 2016, the Company received the Environmental
Invoice (a pre-cursor to receiving the final Environmental Permit) from the
relevant Ghanaian regulatory authorities for the development of the new Esaase
mine. Following the receipt of the Environmental Invoice, the Board of Directors
gave approval to proceed with Project 5M. Front End Engineering and Design
(FEED) for the plant upgrade and the overland conveyor is currently underway.

During January 2017 the Ghanaian Environmental Protection
Agency (EPA) issued its environmental permit for mining operations at Esaase
and the overland conveyor to the AGM processing facility. This critical step was
achieved following the EPAs approval of the Environmental Impact Statement. The
Minerals Commission also issued the mine operating permit for the Esaase
mine.

An updated Mineral Resource and Reserve Estimate for the AGM
was published on February 24, 2017, including maiden resource and reserve
estimates for the three near-mine exploration deposits, Akwasiso, Nkran
Extension and Adubiaso Extension. See: Mineral Properties - Asanko Gold Mine 
Updated Mineral Resource Estimate.

Significant Acquisitions

The only significant acquisition made by the Company in the
previous three years is the above described acquisition of PMI. The Company
filed a Business Acquisition Report, form 51-102F4 at www.sedar.com, in
conjunction with the acquisition on February 6, 2014.

BUSINESS DESCRIPTION

General

Summary

Asanko is a Canadian-based gold producer with operations in the
Republic of Ghana (Ghana). Asankos vision is to build a low cost, mid-tier
gold mining company. The Companys principal asset is the Asanko Gold Mine
(AGM) located in Ghana, West Africa. The mine is being developed and expanded
in phases. The construction of the first phase, which included a 3 million tonne
per annum (Mtpa) carbon-in-leach (CIL) processing facility and associated
infrastructure, was completed in early 2016 within budget and ahead of schedule.
Gold production commenced in January 2016, commercial production was declared on
April 1, 2016, and the operation reached steady-state production levels by the
end of the second quarter of 2016. Gold production is expected to be 230,000 to
240,000 ounces in 2017.

Asanko is planning two additional expansion projects, which
combined have the potential to increase production from 230,000 to 240,000
ounces per annum to over 450,000 ounces per annum. Project 5M (previously
described as Phase 2A) will upgrade the plants throughput to 5Mtpa and expand
mining operations to integrate the Esaase deposit, including the construction of
a 27km overland conveyor. The second expansion project is the construction of an
additional 5Mtpa carbon-in-leach (CIL) plant to double throughput from 5Mtpa
to 10Mtpa, known as Project 10M (previously described as Phase 2B). A Definitive
Feasibility Study (DFS) on the expansion projects will be published in Q2
2017. A Preliminary Feasibility Study (PFS) on the expansion projects,
previously known collectively as Phase 2, was published in May 2015, and posited
attractive project economics and low operating costs. The PFS is available on
the Companys website: www.asanko.com and can be found under the Companys
profile at www.sedar.com.

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Production and Services

The Company is aggressively progressing to become a mid-tier
mining company as a producer of gold via open pit mining and conventional
processing of gold ores mined from its Asanko Gold Mine in Ghana, West Africa.

Specialized Skill and Knowledge

Various aspects of the Companys mining business require
specialized skills and knowledge, including skills and knowledge in the areas of
permitting, geology, drilling, metallurgy, logistical planning, mine design,
engineering, construction and implementation of exploration programs as well as
finance and accounting. Much of the specialized skill and knowledge is provided
by the Companys management and operations team. The Company also retains
outside consultants as additional specialized skills and knowledge as required.
However, it is possible that delays and increased costs may be experienced by
the Company in locating and/or retaining skilled and knowledgeable employees and
consultants in order to proceed with its planned exploration and development at
its mineral properties.

Competitive Conditions

Asanko competes with other mineral resource exploration
companies for financing, for the acquisition of new mineral properties and for
the recruitment and retention of qualified employees and other personnel. Many
of the mineral resource exploration and development companies with which Asanko
competes have greater financial and technical resources. Accordingly, these
competitors may be able to spend greater amounts on acquisitions of mineral
properties of merit, on exploration of their mineral properties and on
development of their mineral properties. In addition, they may be able to afford
more geological expertise in the targeting and exploration of mineral
properties. This competition could result in competitors having mineral
properties of greater quality and interest to prospective investors who may
finance additional exploration and development.

Cycles

The mining business is subject to mineral price cycles. The
marketability of minerals and mineral concentrates is also affected by worldwide
economic cycles. At the present time, the significant demand for minerals in
many countries is driving commodity prices, but it is difficult to assess how
long such demand may continue. Fluctuations in supply and demand in various
regions throughout the world are common.

As Asankos operations and exploration business are progressing
from the development stage through to the production stage, Asankos revenues,
may be significantly affected by changes in commodity demand and prices. As the
Company now carries on production activities, Asankos ability to fund ongoing
exploration and development is augmented by the sale of gold produced by the
mine and the proceeds of such sales are invested in the Company as working
capital. As market fluctuations affect the price of gold, proceeds from the sale
of the gold produced by the Company can be reflected accordingly. As well, the
ability of the Company to continue development, exploration and increased
production is affected by the availability of financing which, in turn, is
affected by the strength of the economy and other general economic factors.

Economic Dependence

As a planned producer of gold, the Company is not dependent on
any particular customer as the market for gold is deep and worldwide. The
Company could be considered to be significantly dependent upon its debt
facilities contracts with Red Kite, as well as key operational contracts awarded
to DRA Global and PW Mining International. It is possible each of these debt and
supplier arrangements could be, if necessary, replaced by other lenders or
suppliers. As the Companys gold production increases and sales of its produced minerals continue to add value, the Company
will be in a position to augment its working capital with its sales and lessens
the Companys reliance on debt financing. The current debt and supplier
arrangements are set out below.

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Debt Facilities with Red Kite

In May, 2016 the Company amended its previously entered into a
definitive senior facilities agreement with Red Kite an affiliate of Red Kite
group mining funds in order to defer the repayment of the principal for two
years. The Red Kite agreement provides for two loan facilities: the $130 million
Project Facility and the $20 million Overrun Facility, the details of which are
outlined below. Performance under the Debt Facilities are fully secured by the
assets of the Companys Ghanaian subsidiaries and guaranteed by the Company
until Project completion. There are no gold hedging provisions, cash sweep
requirements or other restrictions usually associated with traditional project
finance facilities of this nature, and Asanko will not be restricted under the
terms of the Debt Facilities from pursuing its growth strategy.

The first quarterly payment of approximately $18.0 million is
now scheduled to be made on July 1, 2018, subsequent to which 9 equal quarterly
instalments, will be paid with the last payment being made on July 1, 2020.

The Company agreed with its lender, Red Kite, to consolidate
the $20 million Overrun Facility into the Project Facility of $130 million for a
total Debt Facility of $150 million. The terms for the increased $150 million
Debt Facility remain the same, except that the term is amended to change the
repayment schedule and defer the initial principal repayments by two years to
July 1, 2018. Interest rates accrue at LIBOR +6% with a 1% LIBOR minimum, there
are no gold price or financial covenants on the loan, no hedging and no sweep of
excess free cash. As the first eight principal repayments on the Debt Facility
were deferred, a deferral fee of 2% of the loan principal was paid on June 30,
2016. The Company can also elect to repay the loan, or a portion thereof, early
with no penalties.

Red Kite also agreed to waive the 3% drawdown fee on the cost
Overrun Facility and as such, Asanko drew the remaining $20 million, removing
any uncertainty over access to the funds in the event they are required. Asanko
has issued four million warrants to purchase common shares in Asanko, granted to
Red Kite as part of the original funding package. The strike price of the
warrants has been set at $1.83 per share, which was calculated based on a 25%
premium to the 20-day volume weighted closing price, as at December 16, 2015.
The warrants expire three years from the date of issue.

Offtake Agreement

In October 2013, the Company entered into an offtake agreement
with Red Kite in connection with the Debt Facilities, as amended in July 2014
(the Offtake Agreement), pursuant to which Red Kite is entitled to purchase at
market, 100% of the future gold production from Phase 1 of the AGM to a maximum
of 2.22 million ounces. The gold sale price will be a spot price selected during
a nine day quotational period following shipment. A provisional payment of 90%
of the estimated value of the gold will be made one business day after delivery,
with the remaining balance payable 10 business days after shipment. The Company
can terminate the Offtake Agreement prior to satisfaction of the conditions
precedent for the Project Facility by repaying all amounts outstanding under the
Debt Facilities, subject to the payment of a termination fee in an amount
dependent upon the total funds drawn under the Debt Facilities as well as the
amount of gold delivered under the Offtake Agreement at the time of termination.

Phase 1 Engineering, Procurement, Construction Management
Contract

In April 2014, the Company appointed DRA Global as the
engineering, procurement, construction management contractor (EPCM) for the
design and construction of Phase 1 of the AGM, following a competitive bidding
process.

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The EPCM contract for the execution of Phase 1 of the AGM was
executed in January 2015. For operational and management convenience, the
off-shore engineering and procurement (EP Contract) aspects of the services
and the Ghanaian construction management (CM Contract) aspects of the services
were conducted under separate and distinct contracts. The overall agreement is
reflected in an umbrella agreement covering all EPCM activity. DRA Global
entered into the EP Contract and has agreed to guarantee the obligations of the
CM contractor under the terms of the CM Contract.

Compensation under the EPCM contract is payable according to an
agreed fee schedule tied to project milestones in conjunction with the schedule
outlined in the 2015 Asanko Project Plan (as defined below). Fees under the
contract have a capped amount of approximately South African Rand (ZAR) 140
million and certain lump sum payments may be earned by the contractor for
performance against schedule and project costs. The other terms of the EPCM
contract, including termination and force majeure clauses, are usual and
customary for agreements of this nature.

Phase 1 Mining Contract

In November 2014, the Company completed a rigorous tendering
process to select the mining contractor and awarded the contract for the Nkran
pre-strip plus the first year of mining operations (the Mining Contract) to PW
Ghana Ltd (PW), a subsidiary of PW Mining International Ltd of Accra, Ghana,
with extensive experience in West Africa.

The contract term is from January 2, 2015 to December 31, 2016
and contemplates completion of all pre-stripping and mining activity in
accordance with the 2015 Asanko Project Plan. On March 2, 2016, the Company
signed a letter of agreement to extend the contract until December 31, 2020. The
only other change to the original contract pursuant to the letter signed in
March 2016 was that the Early Termination Payments (as defined in the original
contract) were amended. No other changes were made to the original contract.

The Mining Contract is a schedule of rates contract with
payment to be made according to the rates and prices contained within the
agreement. Agreed rates in the Mining Contract include fixed mobilization costs,
a fixed monthly cost and unit rates (per tonne of ore or waste) for drilling,
blasting, loading, hauling, grade control and ore re-handling. Rates and prices
include all things necessary to carry out the work as defined in the Mining
Contract. PW will supply fuel and tires for the operations, but the Company has
reserved the right to free issue either when it deems fit.

Monthly payments in the Mining Contract are adjusted by an
amount to allow for the increase or decrease in PWs costs at the AGM for
labour, parts and services, and the monthly fixed cost (rise and fall). Except
with respect to labour costs, the variables in the rise and fall formula will be
adjusted quarterly. This adjusted formula shall then be applicable for the
forthcoming quarter (i.e. no retrospective rise and fall will apply). With
respect to labour, rise and fall will apply when the salary/wage adjustments
occur. The other terms of the Mining Contract, including penalty, termination
and force majeure clauses are usual and customary for agreements of this nature.

Phase 2

Pursuant to Board approval in Q4 2016 of the AGM 5M expansion
noted above FEED has commenced and is on track for completion in Q2 2017. The
plant upgrades are expected to be completed by Q4 2017. Construction of the
conveyor is expected to begin in Q2 2017 and be completed in Q4 2018. Bush
clearing and mine infrastructure development at Esaase is expected to start in
H2 2018.

Changes to Contracts

Asanko does not anticipate that it will be affected in the
current financial year by renegotiation or termination of contracts that could
materially affect the Companys business plan.

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Environmental Protection

The Companys properties are subject to stringent laws and
regulations governing environmental quality. Such laws and regulations can
increase the cost of planning, designing, installing and operating facilities on
our properties. However, it is anticipated that, absent the occurrence of an
extraordinary event, compliance with existing laws and regulations governing the
release of emissions in the environment or otherwise relating to the protection
of the environment, will not have a material effect upon the Companys current
operations, capital expenditures, earnings or competitive position.

Employees

At December 31, 2016, the Company had approximately 380
full-time employees, 50 temporary workers and 1,300 construction contractors
employed across its site operations and corporate and regional offices.

Foreign Operations

Substantially all of the Companys material mine development
operations are currently conducted in Ghana, a foreign jurisdiction, and as
such, the Companys operations are exposed to various levels of political,
economic and other such risks and uncertainties as: military repression; extreme
fluctuations in currency exchange rates; high rates of inflation; labour unrest;
war or civil unrest; expropriation and nationalization; renegotiation or
nullification of existing concessions, licenses, permits and contracts; illegal
mining; changes in taxation policies; restrictions on foreign exchange and
repatriation; and changing political conditions, currency controls and
governmental regulations that favour or require the awarding of contracts to
local contractors or require foreign contractors to employ citizens of, or
purchase supplies from, a particular jurisdiction.

In the past, Ghana has been subject to political instability,
changes and uncertainties, which may cause changes to existing governmental
regulations affecting mineral exploration and mining activities. Ghanas status
as a developing country may make it more difficult for the Company to obtain any
required financing for its projects.

Asankos operations and properties are subject to a variety of
governmental regulations governing worker health and safety, employment
standards, waste disposal, protection of historic and archaeological sites, mine
development, protection of endangered and protected species and other
matters.

Asankos mineral exploration and development activities in
Ghana may be adversely affected in varying degrees by changing government
regulations relating to the mining industry or shifts in political conditions
that increase the costs related to the Companys activities or the maintenance
of its properties.

Changes, if any, in mining or investment policies or shifts in
political attitude may adversely affect the Companys operations and financial
condition. Operations may be affected in varying degrees by government
regulations with respect to, but not limited to, restrictions on production,
price controls, export controls, currency remittance, income and other taxes,
expropriation of property, foreign investment, maintenance of claims,
environmental legislation, land use, land claims of local people, water use and
mine safety.

Failure to comply strictly with applicable laws, regulations
and local practices relating to mineral right applications and tenure could
result in loss, reduction or expropriation of entitlements, or the imposition of
additional local or foreign parties as joint venture partners with carried or
other interests.

The occurrence of these various factors and uncertainties
cannot be accurately predicted and could have an adverse effect on the Companys
operations and financial condition. Future changes in applicable laws and
regulations or changes in their enforcement or regulatory interpretation could
negatively impact current or planned exploration and development activities on
the Asanko Gold Mine or in respect of any other projects in which the Company becomes involved. Any
failure to comply with applicable laws and regulations, even if inadvertent,
could result in the interruption of exploration and development operations or
material fines, penalties or other liabilities.

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Free Carried Interest to the Ghanaian Government

Section 43.1 of the Ghanaian Minerals and Mining Act of 2006
(the Ghanaian Mining Act), (Government Participation in Mining Lease)
provides: Where a mineral right is for mining or exploitation, the Government
shall acquire a ten percent free carried interest in the rights and obligations
of the mineral operations in respect of which financial contribution shall not
be paid by Government.

In order to achieve this legislative objective, 10% of the
common shares of the Companys Ghanaian subsidiary which owned the Esaase
concession have been issued into the name of the Government of Ghana. The
government had a nominee on the board of this subsidiary. There is no
shareholder agreement between the Company and any of its shareholders, as the
90% shareholder and the Government of Ghana as the 10% shareholder and the 10%
ownership stake represents a non-participating interest where the Ghanaian
Government is entitled to 10% of declared dividends from the net profit of
Asanko Ghana but does not have to contribute to its capital investment. The
Obotan Property which became indirectly owned by the Company in 2014 upon
completion of its acquisition of PMI (described above) is also subject to the
10% free carried interest obligation in favour of the Ghanaian government. In
Q1, 2016 the Company completed a corporate restructuring (see:Reorganizations
below) of all its Ghanaian operating assets, meaning both the Esaase and Obotan
properties are owned by Asanko Gold Ghana Ltd. (AGGL) and as such the 10%
equity share resides with the Government of Ghana.

Ghanaian Mining Royalties and Taxes

On March 19, 2010, the government of Ghana amended section 25
of the Ghanaian Mining Act which stipulates the royalty rates on mineral
extraction payable by mining companies in Ghana. The Ghanaian Mining Act now
requires the holder of a mining lease, restricted mining lease, or small scale
mining license to pay a royalty in respect of minerals obtained from its mining
operations to Ghana at the rate of 5% of the total revenue earned from minerals
obtained by the holder.

Changes to the Ghanaian tax system were announced and
substantively enacted during the year ended March 31, 2012. Corporate tax rates
rose from 25% to 35% and capital deductions were reduced from an 80% deduction
in year one to a straight-line depreciation of 20% per year over 5 years.

Reorganizations

The Company initiated a corporate restructuring for
housekeeping purposes following the PMI acquisition. The intention of the
restructuring was to transfer all mining leases and concessions held by Adansi
Gold Company (Ghana) Limited (Adansi) into Keegan Resources (Ghana) Limited
(KRGL). In addition, KRGL will transfer the Asumura exploration concessions to
a new subsidiary, Asanko Gold Exploration Ltd. Asanko Gold Exploration Ltd. will
become the Companys exploration vehicle in Ghana and continue to be owned 100%
by Asanko Gold Barbados Inc.

During the year ended December 31, 2016, the Company
transferred the assets related to the Obotan project from Adansi Ghana to KRGL
in order to have the two neighbouring gold projects, Obotan and Esaase (which
together form the AGM) owned and managed by the same Ghanaian subsidiary. The
assets transferred include the Abirem, Abore and Adubea mining leases and all of
the AGM assets.

During February 2016 the Company received ministerial consent
for the transfer of the Abore, Abriem and Adubea mining leases from Adansi to
KRGL. All material and in force contracts were either novated or assigned
pursuant to the transfer of the mining leases to KRGL.

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Following the re-organization, KRGL was be renamed Asanko Gold
Ghana Ltd. (AGGL) and now is the Companys operating entity in Ghana, holding
all of the assets of the AGM. AGGL is 90% owned by Asanko Gold Barbados Inc. and
the Government of Ghana has a 10% free-carried interest. In the future, the
Company intends on winding up Adansi and PMI.

Social and Environmental Policies

Corporate Social Responsibility (CSR) Policy

Asanko believes that corporate social responsibility is
integral to meeting our strategic objectives as it will ensure we maintain our
social license to operate, enhance our reputation with all our stakeholders,
improve our risk management, reduce our cost of production and both directly and
indirectly benefit the communities we operate in beyond the life of our mines.

The Companys approach to CSR is based on the following
principles:

| | i.   | Complying with our corporate governance principles,
      national and international laws, industry codes and being a responsible
      corporate citizen.  
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                             
| | ii.  | Mitigating our impact on the environment.                                                                                                                   
| |      |                                                                                                                                                             
| | iii. | Maintaining a high level Health and Safety
      performance.                                                                                               
| |      |                                                                                                                                                             
| | iv.  | Actively identifying opportunities to make a positive and
      meaningful contribution to the communities we operate in beyond the life
      of our mines.
| |      |                                                                                                                                                             
| | v.   | Contributing to the economic and social development of
      our host countries.                                                                            
| |      |                                                                                                                                                             
| | vi.  | Developing our employees.                                                                                                                                   
| |      |                                                                                                                                                             
| | vii. | Adhering to our values and demonstrating them in our
      behavior.                                                                                        

Asanko follows these guidelines in our CSR conduct:

| | i.   | We embrace the objectives of the African Mining Vision
      and are guided by the Global Reporting Initiative in our CSR
    reporting.                                                      
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                               
| | ii.  | We regularly engage with our stakeholders and take into
      consideration their perspectives, concerns, customs and cultural heritage
      before we act.                                  
| |      |                                                                                                                                                                                               
| | iii. | We work closely with landowners prior to commencing
      activities on the ground, and negotiate fair compensation for such
      activities where appropriate.                              
| |      |                                                                                                                                                                                               
| | iv.  | We hire local, regional and national residents and use
      goods and services from our local communities wherever possible, without
      compromising our quality and efficiency standards.
| |      |                                                                                                                                                                                               
| | v.   | We uphold fundamental human rights and do not interfere
      or take sides in politics or social issues.                                                                                     
| |      |                                                                                                                                                                                               
| | vi.  | We work with unified local committees to identify and
      prioritize community development projects intended to promote long-lasting
      livelihood improvements.                         
| |      |                                                                                                                                                                                               
| | vii. | We do not tolerate any unethical behaviour by any
      stakeholder involved in our business.                                                                                                 

Social Investment Initiative

On November 3, 2016, the Company announced it had been awarded
the Ghana Mining Industry Awards (GMIA) 2016 Corporate Social Investment
(CSI) Project of the Year, for the Obotan Cooperative Credit Union (OCCU)
initiative. The OCCU aims to increase access to financial capital and other
financial services to assist small businesses address the challenge of access to
credit and to support the development of economic growth in and around the Asanko Gold
Mine catchment area. The OCCU was launched in December 2015, before the Asanko
Gold Mine had poured first gold, and now has over 800 members and more than
GHS200,000 in assets. The OCCU is sponsored by Asanko and the German
government-backed development organization, Deutsche Gesellschaft für
Internationale Zusammenarbeit GmbH (GIZ), and is also an affiliate member of
the Credit Union Association of Ghana.

Page | 23

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Environmental Policy

Asanko aspires to provide safe, responsible and profitable
operations whilst ensuring sustainable natural resources development for the
benefit of our employees, shareholders and host communities. We will endeavour
to protect and conserve the natural environment for future generations.

In adopting the following principles, Asanko intends to drive
continuous improvement and excellence in environmental performance:

| | i.    | Asanko will communicate its commitment to excellence in
      environmental performance to our employees, contractors, government
      agencies and the community.                                    
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                        
| | ii.   | Asanko will comply with host country laws and
      regulations, and will augment these with appropriate international
      guidelines and best practice environmental management.                    
| |       |                                                                                                                                                                                                        
| | iii.  | Asanko will allocate the necessary resources to ensure we
      meet our reclamation and environmental obligations.                                                                                    
| |       |                                                                                                                                                                                                        
| | iv.   | Asanko will strive to prevent pollution of air, land and
      water, and will implement appropriate waste management
practices.                                                                       
| |       |                                                                                                                                                                                                        
| | v.    | Asanko will strive to be energy efficient in everything
      we do.                                                                                                                                   
| |       |                                                                                                                                                                                                        
| | vi.   | Asanko will explore opportunities with government
      agencies and communities to remediate and mitigate historic mining impacts
      on acquired properties.                                       
| |       |                                                                                                                                                                                                        
| | vii.  | Asanko will develop and utilize an Environmental
      Management System that ensures prioritization, planning, implementation,
      monitoring, review and transparent reporting.                    
| |       |                                                                                                                                                                                                        
| | viii. | Asanko will routinely set and review environmental
      targets and performance for each project and report on progress to our
      employees, shareholders, government agencies and the
  community.

RISK FACTORS

There are a number of risks that may have a material and
adverse impact on the future operating and financial performance of Asanko that
could cause its operating and financial performance to differ materially from
the estimates described in forward-looking statements relating to the Company.
These include widespread risks associated with any form of business and specific
risks associated with Asankos business and its involvement in the gold
exploration and development industry.

An investment in the securities of Asanko is considered
speculative and involves a high degree of risk due to, among other things, the
nature of Asankos business and the present stage of its development. A
prospective investor should carefully consider the risk factors set out below
along with the other matters set out or incorporated by reference in this AIF.
The operations of the Company are speculative due to the high-risk nature of its
business which is the operation, exploration and development of mineral
properties. The Company has identified the following non-exhaustive list of
inherent risks and uncertainties that it considers to be relevant to its
operations and business plans. In addition to information set out elsewhere in
this AIF, for the financial year ended December 31, 2016, or with reference to
information which is incorporated by reference into this AIF, investors should
carefully consider the following risk factors. Such risk factors could
materially affect the Companys future operating results and could cause actual
events to differ materially from those described in forward-looking statements
relating to the Company.

Page | 24

---

A summary of the principal risks the Company faces are as
follows:

| |  | the value of its reserves and the outlook for profitable
      mining from its operations is dependent on continued strong gold prices,
      achieving planned production rates and life-of-mine costs per ounce to
      mine and produce gold. Gold prices are historically volatile and gold can
      be subject to long periods of depressed prices;                                                                                                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | the estimation of mineral resources and reserves is a
      subjective process, the accuracy of which is a function of the quantity
      and quality of available data and the assumptions made and judgments used
      in the engineering and geological interpretation of that data and such
      assumptions and judgment, which may prove unreliable or mistaken. The
      Companys estimates of resources and reserves may be subject to revision
      based on various factors, some of which are beyond its control;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | mining risks which affect all companies in the industry
      to different degrees include impact and cost of compliance with
      environmental regulations and the actions of mining opposition groups,
      adverse changes in mining and reclamation laws and compliance with
      increasingly complex health and safety rules; and                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | other general and specific risks detailed from
      time-to-time in the Companys quarterly filings, annual information forms,
      annual reports and annual filings with Canadian securities regulators and
      those which are discussed below.                                                                                                                                                                                                                                                                           

Key assumptions upon which the Companys forward-looking
statements are based include the following:

| |  | that the price of gold will neither fall significantly
      nor for a prolonged period of time in the foreseeable future;                                                                                                                                              
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                         
| |  | that there will be no significant changes to Ghanas
      mining or tax laws, or the imposition of exchange controls in Ghana that
      materially adversely affect the Companys operations or changes in laws
      that could affect title to its Asanko Gold Mine;
| |   |                                                                                                                                                                                                                                                                         
| |  | that no significant impediments develop in respect of the
      Companys ability to comply with environmental, safety and other
      regulatory requirements;                                                                                                         
| |   |                                                                                                                                                                                                                                                                         
| |  | that there will be no further material upheavals in world
      financial markets and that interest and exchange rates will remain
      relatively stable; and                                                                                                         
| |   |                                                                                                                                                                                                                                                                         
| |  | that key personnel will continue their employment with
      the Company.                                                                                                                                                                                               

Operational risks

Reserves and resources

Mineral reserves and mineral resources are based on estimates
of mineral content and quantity derived from limited information acquired
through drilling and other sampling methods and requires judgmental
interpretations of geology, structure, grade distributions and trends, and other
factors. These estimates may change as more information is obtained. No
assurance can be given that the estimates are accurate or that the indicated
level of metal will be produced. Actual mineralization or formations may be
different from those predicted. Further, it may take many years from the initial
phase of drilling before production is possible, and during that time the
economic feasibility of exploiting a discovery may change.

The SEC does not permit mining companies to disclose estimates
other than mineral reserves in their filings with the SEC. However, because the
Company prepares this AIF in accordance with Canadian disclosure requirements,
it contains resource estimates, which are required by NI 43-101. Mineral
resources that are not mineral reserves do not have demonstrated economic
viability. It cannot be assumed that all or any part of the Companys mineral
resources constitutes or will be converted into reserves.

Page | 25

---

Market price fluctuations of gold as well as increased
production and capital costs, reduced recovery rates or technical, economic,
regulatory or other factors may render the Companys proven and probable
reserves unprofitable to develop at a particular site or sites for periods of
time or may render mineral reserves containing relatively lower grade
mineralization uneconomic. Successful extraction requires safe and efficient
mining and processing. Moreover, short-term operating factors relating to the
mineral reserves, such as the need for the orderly development of ore bodies or
the processing of new or different ore types, may cause mineral reserves to
become uneconomical or the Company to be unprofitable in any particular
reporting period. Estimated reserves may have to be recalculated based on actual
production experience. Any of these factors may require the Company to reduce
its mineral reserves and resources, which could have a negative impact on the
Companys financial results.

Failure to obtain or maintain necessary permits or government
approvals, revocation of those permits and approvals, regulatory changes
affecting necessary permits or government approvals, or environmental concerns
could also cause the Company to reduce its reserves. There is also no assurance
that the Company will achieve indicated levels of gold recovery or obtain the
prices for gold production assumed in determining the amount of such reserves.
Anticipated levels of production may be affected by numerous factors, including
mining conditions, labour availability and relations, weather and supply
shortages.

Life of mine plans

Life of mine estimates for each of the properties of the
Company are based on a number of factors and assumptions and may prove to be
incorrect. In addition, life of mine plans, by design, may have declining grade
profiles and increasing rock hardness and mine life could be shortened if the
Company increases production, experiences increased production costs or if the
price of gold declines significantly. Reserves can be replaced by upgrading
existing resources to mineral reserves generally by the completion of additional
drilling and/or development to improve the estimate confidence and by
demonstrating their economic viability, by expanding known ore bodies, by
locating new deposits or by making acquisitions.

Limited history of mining operations

The AGM has limited history of mining operations. As a result,
Asanko is subject to all of the risks associated with establishing new mining
operations including: the timing and cost, which can be considerable, of the
construction of mining and processing facilities; the availability and costs of
skilled labour and mining equipment; the availability and costs of appropriate
smelting and/or refining arrangements; the need to obtain necessary
environmental and other governmental approvals and permits, and the timing of
those approvals and permits; and, the availability of funds to finance
construction and development activities. It is common in new mining operations
to experience unexpected problems and delays during construction, development,
and mine start-up. Such operations are subject to all the hazards and risks
normally encountered in the exploration for, and development and production of
gold and other precious or base metals, including unusual and unexpected
geological formations, seismic activity, rock bursts, fires, cave-ins, flooding
and other conditions involved in the drilling and removal of material as well as
industrial accidents, labour force disruptions, fall of ground accidents in
underground operations, and force majeure factors, any of which could result in
damage to, or destruction of, mines and other producing facilities, damage to
person or property, environmental damage, delays, increased production costs,
monetary losses and possible legal liability. Milling operations are subject to
hazards such as equipment failure or failure of retaining dams around tailings
disposal areas, which may result in environmental pollution and consequent
liability. In addition, delays in the commencement of mineral production often
occur.

Consumables

The profitability of the Companys business is affected by the
market prices and availability or shortages of commodities which are consumed or
otherwise used in connection with the Companys operations.

Page | 26

---

Prices of such commodities also can be subject to volatile
price movements, which can be material and can occur over short periods of time,
and are affected by factors that are beyond the Companys control. Operations
consume significant amounts of energy and are dependent on suppliers or
governments to meet these energy needs and to allow declines in oil prices to
filter through to the Company. In some cases, no alternative source of energy is
available. An increase in the cost, or decrease in the availability, of
construction materials may affect the timing and cost of the Companys
development project. If the costs of certain commodities consumed or otherwise
used in connection with the Companys operations were to increase significantly,
and remain at such levels for a sustained period of time, this would have a
material adverse impact on the Company. Costs at any particular mining location
are also subject to variation due to a number of factors, such as changing ore
grade, changing metallurgy and revisions to mine plans in response to the
physical shape and location of the ore body or due to operational or processing
changes. Reported costs may also be affected by changes in accounting standards.
A material increase in costs at any significant location could have a
significant effect on the Companys capital expenditures, production schedules,
profitability and operating cash flow.

Production costs

This AIF and the Companys other public disclosures contain
estimates of future production, operating costs, capital costs and other
economic and financial measures with respect to existing mines and certain
development stage projects. The estimates can change or we may be unable to
achieve them. Actual production, costs, returns and other economic and financial
performance may vary from the estimates depending on a variety of factors, many
of which are not within our control. These factors include, but are not limited
to:

| |  | actual ore mined varying from estimates of grade,
      tonnage, dilution, and metallurgical and other characteristics;                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | short-term operating factors such as the need for
      sequential development of ore bodies and the processing of new or
      different ore grades from those planned;
| |  | mine failures, slope failures or equipment failures;                                                                                                                    
| |  | industrial accidents;                                                                                                                                                   
| |  | natural phenomena such as inclement weather conditions,
      floods, droughts, rock slides and earthquakes;                                                            
| |  | encountering unusual or unexpected geological conditions;                                                                                                               
| |  | changes in power costs and potential power shortages;                                                                                                                   
| |  | exchange rate and commodity price fluctuations;                                                                                                                         
| |  | shortages of principal supplies needed for operations,
      including explosives, fuels, water and equipment parts;                                                    
| |  | labour shortages or strikes;                                                                                                                                            
| |  | litigation;                                                                                                                                                             
| |  | terrorism;                                                                                                                                                              
| |  | civil unrest and protests;                                                                                                                                              
| |  | restrictions or regulations imposed by governmental or
      regulatory authorities;                                                                                    
| |  | permitting or licensing issues; or                                                                                                                                      
| |  | shipping interruptions or delays.                                                                                                                                       

Failure to achieve production or cost estimates or material
increases in costs could have a material adverse effect on our future cash
flows, profitability, results of operations and financial condition.

Extraction

A number of factors can affect the Companys ability to extract
ore efficiently in the quantities that we have budgeted, including, but not
limited to:

Page | 27

---

| |  | ground conditions;      
| | - | ------------------------
| |  | geotechnical conditions;
| |  | geological conditions;  
| |  | chemical effects;       
| |  | efficiency; and         
| |  | scheduling.             

These factors may result in a less than optimal operation and
lower throughput or lower recovery, which may affect the Companys production
schedule. Although we review and assess the risks related to extraction and put
appropriate mitigating measures in place, there is no assurance that we have
foreseen and/or accounted for every possible factor that might cause a project
to be delayed, which could have an effect on business, results of operations,
financial condition and share price.

Processing

A number of factors could affect the Companys ability to
process ore in the tonnages budgeted, the quantities of the metals deleterious
materials that are recovered and the ability to efficiently handle material in
the volumes budgeted, including, but not limited to:

| |  | the presence of oversized material at the
      crushing stage;                           
| | - | ------------------------------------------------------------------------------------------
| |  | material showing breakage characteristics
      different to those planned;               
| |  | material with grades outside of planned grade
      range;                                
| |  | the presence of deleterious materials in ratios
      different than expected;            
| |  | material drier or wetter than expected, due to
      natural or environmental effects; and
| |  | viscosity/density different than expected.                                                

The occurrence of any of the above could affect the ability of
the Company to treat the number of tonnes planned, recover valuable materials,
remove deleterious materials and process ore, concentrate and tailings as
planned. This may result in lower throughput, lower recoveries, more downtime or
some combination of all three. While minor issues of this nature are part of
normal operations, there is no assurance that conditions will not worsen and
have an adverse effect on future cash flow, results of operations and financial
condition.

Equipment malfunctions

The Companys various operations may encounter delays in or
losses of production due to the delay in the delivery of equipment, key
equipment or component malfunctions or breakdowns, damage to equipment through
accident or misuse, including potential complete write-off of damaged units, or
delay in the delivery or the lack of availability of spare parts, which may
impede maintenance activities on equipment. In addition, equipment may be
subject to aging, if not replaced, or through inappropriate use or misuse and
may become obsolete. Any one of these factors could adversely impact the
Companys operations, profitability and financial results.

Legislative changes

The Company is subject to continuously evolving legislation,
including, but not limited to, the areas of labour, environment, land titles,
mining practices and taxation. Compliance with these laws may require
significant expenditures. If the Company is unable to comply fully, it may be
subject to enforcement actions or other liabilities, or its image may be harmed,
all of which could materially affect operating costs, delay or curtail
operations or cause the Company to be unable to obtain or maintain required
permits. There can be no assurance that the Company has been or will be at all
times in compliance with all applicable laws regulations, that compliance will
not be challenged or that the costs of complying with current and future laws and regulations will not materially or
adversely affect the business, operations or results.

Page | 28

---

New laws and regulations, amendments to existing laws and
regulations or administrative interpretation, or more stringent enforcement of
existing laws and regulations, whether in response to changes in the political
or social environment the Company operates in or otherwise, could have a
material and adverse effect on the Companys future cash flow, results of
operations and financial condition.

Key employees

The Companys ability to effectively manage its corporate,
exploration and operations teams depends in large part on the Companys ability
to attract and retain key individuals in management positions and as senior
leaders within the organization. The success of the Company also depends on the
technical expertise of its professional employees. The Company faces competition
for qualified management, professionals, executives and skilled personnel from
other companies. There can be no assurance that the Company will continue to be
able to compete successfully with its competitors in attracting and retaining
senior leaders, qualified management and technical talent with the necessary
skills and experience to manage its current needs. The length of time required
to recruit key personnel and fill a position may be longer than anticipated. The
failure to attract and retain capable leaders and key management professionals
as well as qualified talent to manage the existing operations and projects
effectively could have a material adverse effect on the Companys business,
financial condition and/or operational results.

Labour disruptions

The Company is dependent on its workforce to extract and
process minerals. Relations between the Company and its employees may be
impacted by changes in labour relations which may be introduced by, among other
things, employee groups, unions and the relevant governmental authorities in
whose jurisdictions the Company carries on business. Labour disruptions at the
Companys properties could have a material adverse impact on its business,
results of operations and financial condition. A number of the Companys
employees are represented by labour unions under various collective labour
agreements. In addition, existing labour agreements may not prevent a strike or
work stoppage at the Companys facilities in the future, and any such work
stoppage could have a material adverse effect on the Companys earnings and
financial condition.

Political and legal risks

Mining investments are subject to the risks normally associated
with any conduct of business in foreign and/or emerging countries including:

| |  | political;                                                                                                                                               
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | war, terrorism and civil disturbance risks;                                                                                                              
| |  | changes in laws or policies of particular countries,
      including those relating to royalties, duties, imports, exports and
      currency;           
| |  | the cancellation or renegotiation of contracts;                                                                                                          
| |  | the imposition of royalties, net profits payments, tax
      increases or other claims by government entities, including retroactive
      claims;       
| |  | the risk of expropriation and nationalization; and                                                                                                       
| |  | delays in obtaining or the inability to obtain necessary
      governmental permits or the reimbursement of refundable tax from fiscal
      authorities.

Other risks include the potential for fraud and corruption by
suppliers, personnel or government officials which may implicate the Company,
compliance with applicable anti-corruption laws, including the U.S. Foreign
Corrupt Practices Act (FCPA) and the Canadian Corruption of Foreign
Public Officials Act (CFPOA) by virtue of the Company operating in jurisdictions
that may be vulnerable to the possibility of bribery, collusion, kickbacks,
theft, improper commissions, facilitation payments, conflicts of interest and
related party transactions and the Companys possible failure to identify,
manage and mitigate instances of fraud, corruption, or violations of its code of
conduct and applicable regulatory requirements.

Page | 29

---

There is also the risk of increased disclosure requirements,
including those pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act; currency fluctuations; restrictions on the ability of local
operating companies to sell gold offshore for U.S. dollars, and on the ability
of such companies to hold U.S. dollars or other foreign currencies in offshore
bank accounts; import and export regulations, including restrictions on the
export of gold or on the import, for further gold processing; limitations on the
repatriation of earnings or on the Companys ability to assist in minimizing its
expatriate workforces exposure to double taxation in both the home and host
jurisdictions; and increased financing costs.

These risks may limit or disrupt operating mines or projects,
restrict the movement of funds, cause the Company to have to expend more funds
than previously expected or required, or result in the deprivation of contract
rights or the taking of property by nationalization or expropriation without
fair compensation, and may materially adversely affect the Companys financial
position and/or results of operations. In addition, the enforcement by the
Company of its legal rights in foreign countries, including rights to exploit
its properties or utilize its permits and licenses and contractual rights may
not be recognized by the court systems in such foreign countries or enforced in
accordance with the rule of law.

It is possible that a current or future government of any
country in which the Company has mining projects or operations may adopt
substantially different policies or take arbitrary action which might halt
exploration or production, nationalize assets or cancel contracts and/or mining
and exploration rights and/or make changes in taxation treatment any of which
could have a material and adverse effect on the Companys future cash flows,
earnings, results of operations and/or financial condition.

Contractors

The Company uses contractors at the AGM for some of its mining
activities. As a result, operations at the AGM are subject to a number of risks,
some of which will be outside of the Companys control, including:

| |  | negotiating agreements with contractors on acceptable
      terms;                                                                                            
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                               
| |  | the inability to replace a contractor and its operating
      equipment in the event that either party terminates the agreement;                              
| |   |                                                                                                                                                               
| |  | reduced control over such aspects of operations that are
      the responsibility of the contractor;                                                          
| |   |                                                                                                                                                               
| |  | failure of a contractor to perform under its agreement
      with us;                                                                                         
| |   |                                                                                                                                                               
| |  | interruption of operations in the event that a contractor
      ceases its business due to insolvency or other unforeseen events;                             
| |   |                                                                                                                                                               
| |  | failure of a contractor to comply with applicable legal
      and regulatory requirements, to the extent that it is responsible for such
      compliance; and
| |   |                                                                                                                                                               
| |  | problems of a contractor with managing its workforce,
      labour unrest or other employment issues.                                                         

In addition, the Company may incur liability to third parties
as a result of the actions of a contractor. The occurrence of one or more of
these risks could have a material adverse effect on the business, results of
operations and financial condition.

Page | 30

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Mining is inherently dangerous

Mining operations generally involve a high degree of risk. The
Companys operations are subject to all the hazards and risks normally
encountered in the exploration, development and production of gold, including:
unusual and unexpected geological formations; seismic activity; cave-ins or
slides; flooding; pit wall failure; periodic interruption due to inclement or
hazardous weather conditions; and other conditions involved in the drilling and
removal of material, any of which could result in damage to, or destruction of,
mines and other producing facilities, personal injury or death, damage to
property, environmental damage and possible legal liability. Milling operations
are subject to hazards such as fire, equipment failure or failure of retaining
dams around tailings disposal areas, which may result in environmental pollution
and consequent liability.

Environmental and Health and Safety Issues

Although the Company monitors its mining sites for potential
environmental hazards, there is no assurance that it has detected, or can detect
all possible risks to the environment arising from the business and operations.
The Company expends significant resources to comply with environmental laws,
regulations and permitting requirements, and expects to continue to do so in the
future. Failure to comply with applicable environmental laws, regulations and
permitting requirements may result in injunctions, damages, suspension or
revocation of permits and imposition of penalties. There is no assurance
that:

| |  | the Company has been or will be at all times in complete
      compliance with such laws, regulations and permitting requirements, or
      with any new or amended laws, regulations and permitting requirements that
      may be imposed from time to time;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                               
| |  | the compliance will not be challenged; or                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                               
| |  | the costs of compliance will be economical and will not
      materially or adversely affect the Companys future cash flow, results of
      operations and financial condition.                                                                             

The Company may be subject to proceedings in respect of alleged
failures to comply with increasingly strict environmental laws, regulations or
permitting requirements or of posing a threat to or of having caused hazards or
damage to the environment or to persons or property. While any such proceedings
are in process, the Company could suffer delays or impediments to or suspension
of development and construction of projects and operations and, even if we are
ultimately successful, the Company may not be compensated for the losses
resulting from any such proceedings or delays.

There may be existing environmental hazards, contamination or
damage at Asankos mines or projects that we are unaware of. The Company may
also be held responsible for addressing environmental hazards, contamination or
damage caused by current or former activities at our mine site or projects or
exposure to hazardous substances, regardless of whether or not hazard, damage,
contamination or exposure was caused by the activities of Asanko or by previous
owners or operators of the property.

Any finding of liability in such proceedings could result in
additional substantial costs, delays in the exploration, development and
operation of the properties of the Company and other penalties and liabilities
related to associated losses, including, but not limited to:

| |  | restrictions on or suspension of the activities
      of the Company;                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------
| |  | loss of rights, permits and property, including
      loss of the Companys ability to operate in that country or generally;
| |  | completion of extensive remedial cleanup or
      paying for government or third-party remedial cleanup;                    
| |  | premature reclamation of operating sites; and                                                                               
| |  | seizure of funds or forfeiture of bonds.                                                                                    

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The costs of complying with any orders made or any cleanup
required and related liabilities from such proceedings or events may be
significant and could have a material adverse effect on the business, results of
operations, financial condition and share price.

In Ghana, the Company is required to submit, for government
approval, a reclamation plan for each of its mining sites that establishes the
Companys obligation to reclaim property after minerals have been mined from the
site. Further, the Company is required to provide security to the Environmental
Protection Agency of Ghana (EPA) for the performance by the Company of its
reclamation obligations in respect of the Abriem, Abore and Adubea mining
leases. Although the Company has currently made provision for certain of our
reclamation obligations, there is no assurance that these provisions will be
adequate in the future.

Climate Change

The Company acknowledges climate change and that the increased
regulation of greenhouse gas emissions (known as carbon taxes) may adversely
affect the Companys operations and related legislation is becoming more
stringent. The effects of climate change or extreme weather events may cause
prolonged disruption to the delivery of essential commodities which could
negatively affect production efficiency.

The Company makes efforts to mitigate climate risks by ensuring
that extreme weather conditions are included in its emergency response plans.
However, there is no assurance that the response will be effective and the
physical risks of climate change will not have an adverse effect on the
Companys operations and profitability. The recent Paris climate accord signed
by 195 countries in December 2015 marks a global shift toward a low-carbon
economy.

Health and Safety Risks

The Company is exposed to pandemics such as malaria and other
diseases, such as dengue and chikungunya. Such pandemics and diseases represent
a serious threat to maintaining a skilled workforce in the mining industry in
Africa and is a major healthcare challenge for the Company.

In addition, as a result of workplace accidents due to the
inherent dangers of mining operations, there can be no assurance that the
Company will not lose members of its workforce or see its workforce productivity
reduced or incur medical costs, which could have a material and adverse effect
on the Companys future cash flows, earning, results of operations and financial
condition.

Permitting

The operation, exploration and development projects of the
Company require licenses and permits from various governmental authorities to
exploit its properties, and the process for obtaining and renewing licenses and
permits from governmental authorities often takes an extended period of time and
is subject to numerous delays, costs and uncertainties. Any unexpected delays or
costs or failure to obtain such licenses or permits associated with the
permitting process could delay or prevent the development of Phase 2 of the AGM
or impede the operation of a mine, which could adversely impact the Companys
operations, profitability and financial results. Such licenses and permits are
subject to change in various circumstances. Failure to comply with applicable
laws and regulations may result in injunctions, fines, suspensions or revocation
of permits and licenses, and other penalties. There can be no assurance that the
Company has been or will be at all times in compliance with all such laws and
regulations and with its licenses and permits or that the Company has all
required licenses and permits in connection with its operations. The Company may
be unable, on a timely basis, to obtain, renew or maintain in the future all
necessary licenses and permits that may be required to explore and develop its
properties, maintain the operation of mining facilities and properties under
exploration or development or to maintain continued operations that economically
justify the cost.

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The Companys ability to obtain and maintain required permits
and approvals and to successfully operate, in particular, may be adversely
impacted by real or perceived detrimental events associated with the Companys
activities or those of other resource companies affecting the environment, human
health and safety of the surrounding communities. Delays in obtaining or failure
to obtain, renew, or retain government permits and approvals may adversely
affect the Companys operations, including its ability to explore or develop
properties, commence production or continue operations.

Land title

The validity of exploration, development and mining interests
and the underlying mineral claims, mining claims, mining leases, tenements and
other forms of land and mineral tenure held by the Company, which fundamentally
constitute the Companys property holdings, can be uncertain and may be
contested and the Companys properties are subject to various encumbrances,
including royalties.

Acquisition of title to mineral properties is a very detailed
and time-consuming process, and the Companys title to its properties may be
affected by prior unregistered encumbrances, agreements or transfers, or
undetected defects. Although the Company has attempted to acquire satisfactory
title to its properties, some risk exists that some titles, particularly title
to exploration and undeveloped properties, may be defective. A successful
challenge to the Companys title to its properties could result in the Company
being unable to operate on its properties as anticipated or being unable to
enforce its rights with respect to its properties which could have a material
adverse effect on the Company. Assuming the Company has good and marketable
title to its immediate operating interests in order to operate efficiently, the
Company may further need to acquire other title, such as surface title,
easements or rights of way, which may encroach on the title to property of third
parties. There is no guarantee that such further title, easements or rights of
way necessary for the Companys operations may be acquired by the Company and
the failure to acquire same, or to acquire the same in a timely fashion, may
materially impede the Companys operations.

Geotechnical

Mining, by its very nature, involves the excavation of soils
and rocks. The stability of the ground during and after excavation involves a
complicated interaction of static and dynamic stresses (including induced
stresses such as blasting), gravity, rock strength, rock structures (such as
faults, joints, and bedding), groundwater pressures and other geomechanical
factors.

Additionally, excavated ore and waste may be deposited in dumps
or stockpiles, or used in the construction of tailings dams and roads or other
civil structures, which may be very large. These dumps, stockpiles, dams, etc.
may also be subject to geotechnical failure due to over-steepening, seismically
induced destabilization, water saturation, material degradation, settling,
overtopping, foundation failure or other factors.

The Company employs internal geotechnical experts, external
consultants and third party reviewers and auditors who use industry-standard
engineering data gathering, analyses, techniques and processes to manage the
geotechnical risks associated with the design and operation of a mine and the
related civil structures. However, due to unforeseen situations and to the
complexity of these rock masses and large rock and soil civil structures,
geotechnical failures may still occur which could result in the temporary or
permanent closure of all or part of a mining operation and/or damage to mine
infrastructure, equipment or facilities, which materially impacts mineral
production and/or results in additional costs to repair or recover from such
geotechnical failures and the resulting damage.

Community risk

Maintaining a positive relationship with the communities in
which Asanko operates is critical to continuing successful operation of the AGM
as well as construction and development of existing and new projects. Community support for mining operations is a key
component of a successful mining venture.

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As a mining business, Asanko may come under pressure in the
jurisdictions in which it operates, or will operate in the future, to
demonstrate that other stakeholders (including employees, communities
surrounding operations and the countries in which we operate) benefit and will
continue to benefit from the Companys commercial activities, and/or that it
operates in a manner that will minimize any potential damage or disruption to
the interests of those stakeholders. Asanko may face opposition with respect to
current and future development and exploration projects which could materially
adversely affect our business, results of operations, financial condition and
share price.

Surrounding communities may affect or threaten the security of
the mining operations through the restriction of access of supplies and the
workforce to the mine site or the conduct of artisanal mining at or near the
mine sites. The material properties of the Company may be subject to the rights
or asserted rights of various community stakeholders, including indigenous
people, through legal challenges relating to ownership rights or rights to
artisanal mining. The Company is exposed to artisanal and illegal mining
activities in close proximity to its operations that may cause environmental
issues and disruptions to the operations and relationships with governments and
local communities.

Infrastructure and Water Access

The Companys operations are carried out in geographical areas
which lack developed infrastructure and are subject to various other risk
factors, including the availability of sufficient water supplies. Mining,
processing, development and exploration activities depend, to one degree or
another, on adequate infrastructure. Reliable roads, bridges, power sources and
water supply are important determinants which affect capital and operating
costs. Lack of such infrastructure or unusual or infrequent weather phenomena,
sabotage, terrorism, government or other interference in the maintenance or
provision of such infrastructure could adversely affect the Companys
operations, financial condition and/or results of operations.

The Companys failure to obtain needed water permits, the loss
of some or all of the Companys water rights for any of its mines or shortages
of water due to drought or loss of water permits could require the Company to
curtail or close mining production and could prevent the Company from pursuing
expansion opportunities.

Exploration and development risks

Exploration

Gold and other metal exploration is highly speculative in
nature, involves many risks and is often not productive; there is no assurance
that we will be successful in our gold exploration efforts.

The Companys ability to increase mineral reserves is dependent
on a number of factors, including the geological and technical expertise of our
management and exploration teams, the quality of land available for exploration
and other factors. Once gold mineralization is discovered, it can take several
years of exploration and development before production is possible, and the
economic feasibility of production can change during that time.

Substantial expenditures are required to carry out exploration
and development activities to establish proven and probable mineral reserves and
determine the optimal metallurgical process to extract the metals from the
ore.

Once the Company has found ore in sufficient quantities and
grades to be considered economic for extraction, metallurgical testing is
required to determine whether the metals can be extracted economically. There
may be associated metals or minerals that make the extraction process more
difficult.

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There is no assurance that our exploration programs will expand
the Companys current mineral reserves or replace them with new mineral
reserves. Failure to replace or expand the mineral reserves could have an
adverse effect on the Company.

Mine development

The development of Phase 2 of the AGM will require the
construction and operation of an open-pit mine, a conveyor, an upgraded CIL
plant and the addition of a floatation tank. As a result, the Company is and
shall continue to be subject to all of the risks associated with establishing
new mining operations including:

| |  | the availability of funds to finance
      construction and development activities;                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                         
| |  | the receipt of required governmental approvals
      and permits;                                                                                                                       
| |   |                                                                                                                                                                                         
| |  | the availability and costs of skilled labour
      and the ability of key contractors to perform services in the manner
      contracted for;                                           
| |   |                                                                                                                                                                                         
| |  | unanticipated changes in grade and tonnage of
      ore to be mined and processed;                                                                                                      
| |   |                                                                                                                                                                                         
| |  | unanticipated adverse geotechnical conditions;                                                                                                                                          
| |   |                                                                                                                                                                                         
| |  | incorrect data on which engineering assumptions
      are made;                                                                                                                         
| |   |                                                                                                                                                                                         
| |  | potential increases in construction and
      operating costs due to changes in the cost of fuel, power, materials,
      skilled labour, security and supplies;                        
| |   |                                                                                                                                                                                         
| |  | adequate access to the site and unanticipated
      transportation costs or disruptions; and                                                                                            
| |   |                                                                                                                                                                                         
| |  | potential opposition or obstruction from
      non-governmental organizations, environmental groups, terrorists or local
      groups which may delay or prevent development activities.

Any delay in the performance of any one or more of the
contractors, suppliers, consultants or other persons on which we are dependent
in connection with the construction of Phase 2 of the AGM, a delay in or failure
to receive the required governmental approvals and permits in a timely manner or
on reasonable terms, or a delay in or failure in connection with the completion
and successful operation of the operational elements in connection with Phase 2
of the AGM could delay or prevent the construction and start-up of the mine as
planned. There can be no assurances that the current construction and start-up
plan for Phase 2 of the AGM will be successful.

Risks Relating to the Value of Securities

The Companys Common Shares may experience price and
volume volatility

In recent years, the securities markets have experienced a high
level of price and volume volatility, and the market price of securities of many
companies has experienced wide fluctuations, which have not necessarily been
related to the operating performance, underlying asset values or prospects of
such companies. There can be no assurance that such fluctuations will not affect
the price of the Companys securities, and the price may decline below their
acquisition cost. As a result of this volatility, you may not be able to sell
your securities at or above their acquisition cost.

Securities of mining companies have experienced substantial
volatility in the past, often based on factors unrelated to the financial
performance or prospects of the companies involved. These factors include
macroeconomic developments in the countries where the Company carries on
business and globally, and market perceptions of the attractiveness of
particular industries. The price of securities of the Company is also likely to
be significantly affected by short-term changes in commodity prices, other
precious metal prices or other mineral prices, currency exchange fluctuation and
the political environment in the countries in which we do business and globally.

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In the past, following periods of volatility in the market
price of a Companys securities, shareholders have often instituted class action
securities litigation against those companies. Such litigation, if instituted,
could result in substantial costs and diversion of management attention and
resources, which could significantly harm the Companys profitability and
reputation.

Financial Risks

Gold price fluctuations

The Companys revenues depend in part on the market prices for
gold. Gold prices fluctuate widely and are affected by numerous factors beyond
the Companys control including central bank lending, sales and purchases of
gold, producer hedging activities, expectations of inflation, the level of
demand for gold as an investment, speculative trading, the relative exchange
rate of the U.S. dollar with other major currencies, interest rates, global and
regional demand, political and economic conditions and uncertainties, industrial
and jewelry demand, production costs in major gold producing regions and
worldwide production levels. The aggregate effect of these factors is impossible
to predict with accuracy. Fluctuations in gold prices may materially and
adversely affect the Companys financial performance or results of operations.
The Company does not currently hedge its gold sales although it may do so in
future.

Insufficient financing

To fund growth, the Company may need to secure necessary
capital through loans or other forms of permanent capital. The availability of
this capital is subject to general economic conditions and lender and investor
interest in the Company and its projects. The Company believes it will fund
Phase 2 of the AGM with cash flow from operations however; the Company may be
required to seek additional financing should any number of factors change. In
addition, the Company may seek funding to further its search and exploration for
new mineral deposits and their development. Financing may not be available when
needed or, if available, may not be available on terms acceptable to the
Company. Failure to obtain any financing necessary for the Companys capital
expenditure plans may result in a delay or indefinite postponement of
exploration, development or production on any or all of the Companys
properties.

Shareholder dilution

The adequacy of the Companys capital structure is assessed on
an ongoing basis and adjusted as necessary after taking into consideration the
Companys strategic plans, market and forecasted gold prices, the mining
industry, general economic conditions and associated risks. In order to maintain
or adjust its capital structure, the Company may adjust its capital spending,
issue new common shares, purchase common shares for cancellation pursuant to
normal course issuer bids, issue new debt or reimburse existing debt. The
constating documents of the Company allow it to issue, among other things, an
unlimited number of Common Shares for such consideration and on such terms and
conditions as may be established by the Board of Directors of the Company, in
many cases, without the approval of shareholders. The Company cannot predict the
size of future issues of Common Shares or the issue of securities convertible
into common shares of Asanko or the effect, if any, that future issues and sales
of the Companys common shares will have on the market price of its common
shares. Any transaction involving the issue of previously authorized but
unissued common shares or securities convertible into common shares would result
in dilution, possibly substantial, to present and prospective holders of common
shares.

Market Price of Common Shares

The Companys common shares are publicly traded and are subject
to various factors that have historically made the common share price volatile.
The market price of Asankos common shares has experienced, and may continue to
experience, significant volatility, which may result in losses to investors. The market price of Asankos common shares may
increase or decrease in response to a number of events and factors, including:
operating performance and the performance of competitors and other similar
companies, volatility in metal prices, the publics reaction to news releases on
developments at mines and other properties, material change reports, other
public announcements and the Companys filings with the various securities
regulatory authorities, changes in earnings estimates or recommendations by
research analysts who track Asankos common shares or the shares of other
companies in the resource sector, changes in general economic and/or political
conditions, the number of common shares to be publicly traded after an offering
of Asankos common shares, the arrival or departure of key personnel,
acquisitions, strategic alliances or joint ventures involving the Companys or
its competitors, and the other risk factors described herein.

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In addition, the global stock markets and prices for mining
company shares have experienced volatility that often has been unrelated to the
operating performance of such companies. These market and industry fluctuations
may adversely affect the market price of Asankos common shares, regardless of
our operating performance. The variables which are not directly related to the
Companys success and are, therefore, not within the Companys control, include
other developments that affect the market for mining company shares, the breadth
of the public market for Asankos common shares and the attractiveness of
alternative investments.

The effect of these and other factors on the market price of
Asankos common shares on the exchanges on which they trade has historically
made Asankos common share price volatile and suggests that the common share
price will continue to be volatile in the future.

Debt repayment

The Company expects to obtain the funds to pay its expenses and
to pay the principal and interest on its debt by utilizing cash flow from
operations. The Companys ability to make scheduled payments on outstanding debt
depends on its financial condition and operating performance, which are subject
to prevailing economic and competitive conditions beyond its control, including
fluctuations in the gold price. If the Companys cash flows and capital
resources are insufficient to fund its debt service obligations, it could face
substantial liquidity problems and could be forced to reduce or delay
investments and capital expenditures or to dispose of material assets or
operations, seek additional debt or equity capital or restructure or refinance
indebtedness. The Company may not be able to affect any such alternative
measures, if necessary, on commercially reasonable terms or at all and, even if
successful, those alternatives may not allow the Company to meet its scheduled
debt service obligations.

The Companys inability to generate sufficient cash flows to
satisfy its debt obligations, or to refinance its indebtedness on commercially
reasonable terms or at all, would materially and adversely affect the business,
the results of operations and the ability to satisfy obligations including those
with respect to debt instruments.

Interest rates

The Companys financial results are affected by movements in
interest rates. Interest payments under the Companys definitive senior
facilities agreement are subject to fluctuation based on changes to specified
interest rates. If interest rates increase, the Companys debt service
obligations on the variable rate indebtedness will increase even though the
amount borrowed remained the same, and the Companys net income and cash flows,
including cash available for servicing our indebtedness, will correspondingly
decrease. The Company does not currently hedge against interest rate risk,
although it may do so from time to time in the future.

Page | 37

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Foreign currency and foreign exchange

The Company receives revenue from operations in US dollars but
incurs a portion of its operating expenses and costs in foreign currencies
including Ghanaian Cedis, South African Rand, and Canadian dollars. Each of
these currencies fluctuates in value and is subject to their own countrys
political and economic conditions and the Company is therefore subject to
fluctuations in the exchange rates between the US dollar and these currencies.
These fluctuations could have a material effect on the Companys future cash
flow, business, results of operations, financial condition and share price and
lead to higher construction, development and costs other than anticipated. The
Company does not currently hedge against currency exchange risks, although it
may do so from time to time in the future.

Credit rating downgrade

The Companys debt currently has a non-investment grade rating,
and any rating assigned could be lowered or withdrawn entirely by a rating
agency if, in that rating agencys judgment, future circumstances relating to
the basis of the rating, such as adverse changes, so warrant. Consequently, real
or anticipated changes in the Companys credit ratings will generally affect the
market value of the Companys debt. Additionally, credit ratings may not reflect
the potential effect of risks relating to the structure of the Companys debt.
Any future lowering of the Companys ratings likely would make it more difficult
or more expensive for the Company to obtain additional debt financing.

Taxation

The Company has operations and conducts business in a number of
different jurisdictions and is subject to the taxation laws of each such
jurisdiction. These taxation laws are complicated and subject to changes and are
subject to review and assessment in the ordinary course. Any such changes in
taxation law or reviews and assessments could result in higher taxes being
payable by the Company, which could adversely affect profitability. Taxes and
other local laws and requirements may also adversely affect the Companys
ability to repatriate earnings and otherwise deploy assets.

In addition, the Company is subject to routine tax audits by
various tax authorities. Tax audits may result in additional tax, interest
payments and penalties which would negatively affect the Companys financial
condition and operating results.

Repatriation of funds

Asanko expects to generate cash flow and profits at our foreign
subsidiaries, and may need to repatriate funds from those subsidiaries to
service indebtedness or fulfill the Companys business plans, in particular in
relation to ongoing expenditures at development assets. Asanko may not be able
to repatriate funds, or may incur tax payments or other costs when doing so, as
a result of a change in applicable law or tax requirements at local subsidiary
levels, and such costs could be material.

Financial reporting risks

Inadequate controls over financial reporting

The Company assessed and tested, for its 2016 fiscal year, its
internal control procedures in order to satisfy the requirements of Section 404
of the Sarbanes-Oxley Act (SOX). SOX requires an annual assessment by
management of the effectiveness of the Companys internal control over financial
reporting and an attestation report by the Companys independent auditors
addressing the effectiveness of the Companys internal controls over financial
reporting. The Companys failure to satisfy the requirements of Section 404 of
SOX on an ongoing and timely basis could result in the loss of investor
confidence in the reliability of its financial statements, which in turn could
harm the Companys business and negatively impact the trading price of its
Common Shares or market value of its other securities. In addition, any failure to implement required new or improved
controls, or difficulties encountered in their implementation could harm the
Companys operating results or cause it to fail to meet its reporting
obligations.

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No evaluation can provide complete assurance that the Companys
internal control over financial reporting will detect or uncover all failures of
persons within the Company to disclose material information required to be
reported. Accordingly, the Companys management does not expect that its
internal control over financial reporting will prevent or detect all errors and
all fraud.

Public company obligations

The Companys business is subject to evolving corporate
governance and public disclosure regulations that have increased both the
Companys compliance costs and the risk of non-compliance, which could have an
adverse effect on the Companys stock price.

The Company is subject to changing rules and regulations
promulgated by a number of U.S. and Canadian governmental and self-regulated
organizations, including the SEC, the Canadian Securities Administrators, the
NYSE MKT, the TSX, and the International Accounting Standards Board. These rules
and regulations continue to evolve in scope and complexity and many new
requirements have been created in response to laws enacted by the U.S. Congress,
making compliance more difficult and uncertain.

Carrying value of assets

The carrying value of the Companys assets is compared to
internal estimates of their estimated fair value to assess how much value can be
recovered based on current events and circumstances. The Companys fair value
estimates are based on numerous assumptions and are adjusted from time to time
and the actual fair value, which also varies over time, could be significantly
different than these estimates.

If there are no mitigating valuation factors and the Company
does not achieve its valuation assumptions, or it experiences a decline in the
fair value of our reporting units, it could result in an impairment charge,
which could have an adverse effect on the Company.

Change in reporting standards

Changes in accounting or financial reporting standards may have
an adverse effect on the Companys financial condition and results of operations
in the future.

Corporate risks

Insurance and Uninsured risks

Where economically feasible and based on availability of
coverage, a number of operational, financial and political risks are transferred
to insurance companies. The availability of such insurance is dependent on the
Companys past insurance losses and records and general market conditions.
Available insurance does not cover all of the potential risks associated with a
mining companys operations. The Company may also be unable to maintain
insurance to cover insurable risks at economically feasible premiums, insurance
coverage may not be available in the future or may not be adequate to cover any
resulting loss, and the ability to claim under existing policies may be
contested. Moreover, insurance against risks such as the validity and ownership
of unpatented mining claims and mill sites and environmental pollution or other
hazards as a result of exploration and production is not generally available to
the Company or to other companies in the mining industry on acceptable terms. As
a result, the Company might become subject to liability for environmental damage
or other hazards for which it is completely or partially uninsured or for which
it elects not to insure because of premium costs or other reasons. Losses from
these events may cause the Company to incur significant costs
that could have a material adverse effect upon its financial condition and/or
results of operations.

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Litigation

The Company is subject to litigation arising in the normal
course of business and may be involved in disputes with other parties, including
governments and its workforce, in the future which may result in litigation. The
causes of potential future litigation cannot be known and may arise from, among
other things, business activities, environmental laws, volatility in stock
price, failure to comply with disclosure obligations or the presence of illegal
miners or labour disruptions at its mine sites. The results and costs of
litigation cannot be predicted with certainty. If the Company is unable to
resolve these disputes favourably, it may have a material adverse impact on the
Companys financial performance, cash flow and results of operations.

In the event of a dispute involving the foreign operations of
the Company, the Company may be subject to the exclusive jurisdiction of foreign
courts or may not be successful in subjecting foreign persons to the
jurisdiction of courts in Canada. The Companys ability to enforce its rights or
its potential exposure to the enforcement in Canada or locally of judgments from
foreign courts could have an adverse effect on its future cash flows, earnings,
results of operations and financial condition.

Reputational risk

Damage to Asankos reputation can be the result of the actual
or perceived occurrence of any number of events, and could include any negative
publicity, whether true or not. Although Asanko believes that it operates in a
manner that is respectful to all stakeholders and takes care in protecting its
image and reputation, it does not have control over how it is perceived by
others. Any reputation loss could result in decreased investor confidence and
increased challenges in developing and maintaining community relations which may
have adverse effects on the business, results of operations, financial condition
and share price.

Acquisitions

The Company may pursue the acquisition or disposition of
producing, development or advanced stage exploration properties and companies.
The search for attractive acquisition opportunities and the completion of
suitable transactions are time consuming and expensive, and may be unsuccessful.
The Companys success in its acquisition activities depends on its ability to
identify suitable acquisition candidates, negotiate acceptable terms for any
such acquisition, obtain necessary regulatory approvals and integrate the
acquired operations successfully with those of the Company. Any acquisition that
the Company may choose to complete may be of a significant size, may change the
scale of the Companys business and operations and may expose the Company to new
geographical, political, operational, financial and geological risks. For
example:

| |  | there may be a significant change in commodity
      prices after the Company has committed to complete an acquisition and
      established the purchase price or share exchange ratio;                                                                                                                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                            
| |  | a material ore body may prove to be below
      expectations;                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                            
| |  | the Company may have difficulty integrating and
      assimilating the operations and personnel of any acquired companies,
      realizing anticipated synergies, maximizing the financial and strategic
      position of the combined enterprise, and maintaining uniform standards,
      policies and controls across the organization;
| |   |                                                                                                                                                                                                                                                                                                                                            
| |  | the integration of the acquired business or
      assets may disrupt the Companys ongoing business and its relationships
      with employees, suppliers and contractor; and                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                            
| |  | the acquired business or assets may have
      unknown liabilities which may be significant.                                                                                                                                                                                                                                               

Page | 40

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Competitors

The Company competes with other mining companies and
individuals for mining interests on attractive exploration properties and the
acquisition of mining assets, including competitors with greater financial,
technical or other resources. This may increase the risk of higher costs when
acquiring suitable claims, properties and assets or of even making such
acquisitions on terms acceptable to the Company. There can be no assurance that
the Company will be able to compete successfully with its competitors in
acquiring such properties and assets.

Information systems security threats

The Company is reliant on the continuous and uninterrupted
operation of its Information Technology (IT) systems. User access and security
of all IT systems can be critical elements to the operations of the Company.
Protection against cyber security incidents, cloud security and security of all
of the Companys IT systems are critical to the operations of the Company. Any
IT failure pertaining to availability, access or system security could result in
disruption for personnel and could adversely affect the reputation, operations
or financial performance of the Company.

The Companys IT systems could be compromised by unauthorized
parties attempting to extract business sensitive, confidential or personal
information, corrupting information or disrupting business processes or by
inadvertent or intentional actions by the Companys employees or vendors. A
cyber security incident resulting in a security breach or failure to identify a
security threat could disrupt business and could result in the loss of business
sensitive, confidential or personal information or other assets, as well as
litigation, regulatory enforcement, violation of privacy or securities laws and
regulations, and remediation costs.

If any of the foregoing events, or other risk factor events not
described herein occur, our business, financial condition or results of
operations could suffer. In that event, the market price of our securities would
likely, absent positive catalysts, decline and investors could lose part or all
of their investment.

Other risks and uncertainties

The exploration, development and mining of natural resources
are highly speculative in nature and are subject to significant risks. The risk
factors noted below do not necessarily comprise all risks faced by the Company.
Additional risks and uncertainties not presently known to the Company or that
management currently consider immaterial may also impair our business,
operations and future prospects. If any of the following risks actually occur,
the Companys business may be harmed and the Companys financial condition and
results of operations may suffer significantly.

Page | 41

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MINERAL PROPERTIES

The Asanko Gold Mine

The following is a summary description of the development stage
project known as the Asanko Gold Mine (AGM) and is a direct extract and
reproduction of the summary, without material modification, contained in the
technical report entitled Asanko Gold Mine  Phase 2 Pre-Feasibility Study,
National Instrument 43-101 Technical Report dated June 29, 2015, prepared by
DRA Projects (Pty) Limited and authored by Glenn Bezuidenhout, National Diploma
(Extractive Metallurgy), FSIAMM, Doug Heher, B.Sc Eng (Mechanical), PrEng.,
Thomas Kwabena Obiri-Yeboah, B.Sc Eng (Mining), PrEng, John Stanbury, B.Sc Eng
(Industrial), PrEng., Charles J. Muller, B.Sc. Hons (Geology), B.Sc. Hons
(Geology) Pr. Sci. Nat. and David Morgan, M.Sc. Eng (Civil), CP Eng,each
of whom is an independent Qualified Person (the 2015 Asanko PFS). The work and
conclusions of the 2015 Asanko PFS are disclosed in accordance with NI 43-101.

An updated Mineral Resource and Reserve Estimate for the AGM
was published on February 24, 2017, including maiden resource and reserve
estimates for the three near-mine exploration deposits, Akwasiso, Nkran
Extension and Adubiaso Extension. See the below section Mineral Properties -
Asanko Gold Mine  Updated Mineral Resource Estimate.

All defined terms used in the summary below have the meaning
ascribed to them in the 2015 Asanko PFS, and as a result may differ from the
defined terms used elsewhere throughout this AIF. The below summary is subject
to all the assumptions, qualifications and procedures set out in the 2015 Asanko
PFS and is qualified in its entirety with reference to the full text of the 2015
Asanko PFS, which has been filed on June 29, 2015 and is available for review
under the Companys profile at www.sedar.com.

Following the acquisition of PMI in early 2014, Asanko combined
its Esaase Gold Project with PMIs Obotan Gold Project to form the Asanko Gold
Mine. Asanko is intending to develop the AGM in two phases, with Phase 1 being
largely based on the Obotan Project as initiated by PMI. It was envisioned by
the Company that the Esaase pit would be assessed for development in a second
phase. Phase 2 would be premised on processing ore from Esaase in an expanded
Phase 1 processing facility, utilising much of the infrastructure of Phase 1.

Phase 1 of the AGM has been under development by the Company
since August 2014 and the Company poured its first gold in January 2016. In
November 2016 the Company commenced implementation of Phase 2 of the AGM.

Project Description, Location and Access

The AGM concessions are located in the Amansie West district of
the Ashanti region of Ghana (Figure 5.1) . The Project concessions are owned
100% by Adansi, a 100% owned Ghanaian subsidiary of Asanko. The government of
Ghana retains the right to take a 10% free carried interest in the AGM under
Section 8 of the Ghanaian Mining Act. The Esaase concessions are 90% owned by
KRGL, a 100% owned Ghanaian subsidiary of Asanko, with the Government of Ghana
owning 10% reflecting its free carried interest.

Asanko holds four mining leases (Table 5.1) as well as
prospecting and reconnaissance licenses which collectively make up the AGM and
span 30 km strike length of the Asankrangwa Gold Belt. These concessions cover
an area of approximately 309.61 km2, between latitudes 6° 11 54.985
N and 6° 35 33.074 N, and longitudes 2° 4 59.195 W and 1° 51 25.040 W.

The Esaase, Abore, Abirem, and Adubea Mining Leases contain all
of the resources defined to date. All other concessions held by Asanko in the
area contain exploration potential defined to date and in some instances
locations for infrastructure. The EPA grants permits on a perennial basis to
conduct exploration.

Page | 42

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With respect to the AGM areas, all permitting within the
aforementioned governmental permitting structure is up to date and accounted
for.

Figure 5-1: The Asanko Gold Mine Location

Table 5-1: The Asanko Gold Mine Mining Licences

Tenementname
    100%owned titleholder
    MineralsCommission file
    Currentgrant date
    Currentexpiry date
    Status oflicenseEsaase
    KRGL
    EPA/PR/PN/804
    04/09/1990
    03/09/2020
    Mining area
      applied forAbore
    Adansi
    PL 6/303
    02/11/2012
    01/11/2017
    ValidAbirem
    Adansi
    PL 6/303
    28/03/2013
    27/03/2026
    ValidAdubea
    Adansi
    PL 6/310
    02/11/2012
    01/11/2018
Valid


All concessions carry a 10% free carried interest in favour of
the Ghanaia an government. The government interest is reflected in a 10%
ownership of the operating company, and the government has a right to 10% of any
intercompany dividends paid by the subsidiary. The leases are also subject to a
5% royalty payable to the government of Ghana. In addition, the Adubea
concession is also subject to an additional 0.5% royalty to the original
concession owner. The Esaase mining lease is also subject to an additional 0.5%
royalty to the Bonte Liquidation Committee.

There is no environmental liability held over Asanko for any of
the AGM concessions relating to Phase 1 with the exception of project works to
date. There is a potential environmental liability on the Companys Jeni River
concession which was inherited with the acquisition of the Esaase concession and
is reported in its December 31, 2016 financial statements as an Asset Retirement
Obligation.

The AGM concessions are located in the Amansie West district of
the Ashanti region of Ghana, approximately 250 km northwest of the capital
Accra, and about 50 to 80 km southwest of the regional capital of Kumasi. There
are several local villages near the AGM site; the closest to the plant site is
the Manso Nkran village, while the villages of Tetrem and Esaase are in close
proximity to the Esaase deposit.

Mining personnel are readily available in Ghana with a highly
skilled workforce and numerous mining operations in the country.

There are daily flights from Accra to Kumsi flown by several
different airlines. In addition, there is a small airstrip located adjacent to
the Phase 1 infrastructure west of the Nkran village. Existing road access to the site is available from the west, south and east, but the
main access used will be from the ports of Tema and Takoradi to the south via
Kumasi, or Obuasi. Total distance from Tema to the project site, via Kumasi is
approximately 400 km.

Page | 43

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The AGM is located in hilly terrain dissected by broad, flat
drainages that typically form swamps in the wet season between May and late
October. Hill tops are generally at very similar elevations, reflecting the
elevation of a previous erosional peneplane that is now extensively eroded.
Maximum elevations are around 80 metres above sea level, but the areas impacted
by the AGM deposits generally lie at less than 50 metres elevation. Despite the
subdued topography, hill slopes are typically steep. Ecologically the AGM area
is situated in the Wet Evergreen Forest Zone.

The Project is currently under construction and infrastructure
is progressing. Current site infrastructure consists of:

| |  | an exploration office, core storage area and
      accommodation facility located just west of the village of Nkran;                                                                                                                                                                                                                                                                                
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | an exploration office, core storage area and
      accommodation facility located just north of the village of Tetrem;                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | infrastructure remaining from the operations of Amansie
      Resources Limited consisting of administrative buildings (fully
      renovated), a mine village equipped with a water treatment plant, that is
      partially habitable and a 33 kV power supply from the ECG sub-station at
      Gyagyatreso;                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | communications currently available at the site are good.
      Vodafone has recently completed the installation of communication towers
      which have significantly improved network coverage on site;                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | the section of the haul road between the Nkran Pit and
      Abore Pit south of the tar road has been upgraded to serve as the main
      access road to the mine. This is a private (mine road) and does not pass
      through any minor village;                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | power supply infrastructure has suitable capacity to
      support the operation during construction. Asanko has been receiving
      uninterrupted power via the 30km long, 161kV power line from the state
      owned Volta River Authority (VRA) and the tariff is in line with the DPP
      rate of US$18c/kWh. Asanko has finalized a short-term power supply
      agreement with VRA; and
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | in addition, the Company has installed 20 megawatts of
      diesel generator capacity at site as a 100% redundant back-up supply of
      power. The back-up power is fully operational.                                                                                                                                                                                                           

Water is readily available in the AGM area. A ground water
assessment of the planned Nkran and Adubiaso Pits was conducted based on an
investigation that took place from April to June 2012 and included the drilling
of eight investigation holes and the pump testing of six bores.

The results of this program indicates that the base load
process raw water requirement of 7 litres per second could be supplied by two of
the bores operating on a duty and standby basis with a third equipped as a
spare.

Potable water is available at both of the accommodation camps
(Phase 1 and Esaase) and is more than adequate to provide potable water needs to
the work force.

History

Nkran Area

Nkran appears to be quite important from the viewpoint of
historical artisanal gold mining that dates back many generations and remains
quite extensive to the present day.

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In the late 1980s, this prospect attracted the attention of
consultant Dr. Alex Barko who recommended the area to one of his local client
groups and Obotan Minerals subsequently applied and received a prospecting
concession covering about 106 km2over the general area. A minor
amount of prospecting was carried out in the early stages. Some attention was
paid to the alluvial gold potential because of the extensive gold in the nearby
Offin River (held by Dunkwa Goldfields), as well as the alluvial gold project
being developed at the time, a little further north in the Bonte area. In the
early 1990s, the Obotan concession was examined by American consultant Al Perry
who was working on behalf of two related Australian juniors, Associated Gold
Fields NL and Kiwi International Resources Limited.

By early 1995, resource estimates (measured, indicated and
inferred) were reported as 4.8 Mt grading about 3.7 g/t for an in-situ gold
content of close to 600,000 oz. A feasibility study was completed and a mining
lease was granted in late 1995. In May 1996 the combined interests of Kiwi and
Associated Gold Fields were bought out by Resolute Limited (Resolute) who
immediately reviewed and expanded the scope of the project. This was achieved
mainly by conducting further RC diamond drilling to increase resources to a
depth of 150 m at Nkran and to further assess the known mineralization at nearby
Adubiaso.

A revised mine development plan was completed by the end of
July 1996 and a decision was made to proceed into production at a rate of 1.4
Mtpa. Initial mining was started early in 1997 and by May 1997, the first gold
was poured. Mining operations ceased in 2002 due to low gold prices and the
concessions were reclaimed and returned the Government of Ghana.

Abore Area

The Abore area was covered in a prospecting concession granted
to the Oda River Gold small scale mining licence (Asuadai prospect) at Adubea in
1991.

In the mid-1990s, Mutual Resources (Mutual) of Vancouver,
Canada, in partnership with Leo Shield Exploration of Perth, Australia,
completed a joint venture with the Oda River group and commenced a regional
exploration program on the concession (covering approximately 73
km2). Prospecting in the area north of Abore revealed extensive old
and very recent artisanal mining in alluvial areas as well as many old Ashanti
pits in the saprolite along a low hill immediately adjacent to the alluvial
workings.

Soil geochemistry revealed a strong north-north-east trending
gold anomaly over the area of artisanal mining (bedrock areas); the anomaly is
several hundred metres wide and traceable along strike for about 3 km, well
beyond the area of old workings. Extensive trenching in the area confirmed
continuous bedrock mineralization over a distance of at least 1,000 m with
widths in the range 50 - 100 m. The mineralization consists of a broad quartz
stock work system hosted mainly by a north-north-east trending intermediate
granitoid intrusion. The early artisanal pitting was focused mainly on narrow
quartz veins associated with the stock work system. Extensive drilling in the
area (mainly RC, but considerable diamond drilling as well) has outlined a
sizeable resource (now known as the Abore north prospect).

In the late 1990s, Mutuals interest in the project was bought
out by Leo Shield, (now Shield Resources). In early 2001, an agreement was
reached with Resolute whereby ore was trucked from Abore north to the Nkran
plant for treatment.

Adubiaso Area

During the late 1990s, the Nkran plant started to process
oxide ores from the Adubiaso gold deposit, located about 7.5 km north-north-west
of Nkran. There were no known historical workings on this area.

Page | 45

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Asuadai Area

The Asuadai prospect has predominantly been worked by local
artisanal miners who have undertaken minor pitting in the region down to 5 to 10
m through the oxide material to expose these stock work vein sets. There were no
known formal historical mining workings on this area.

Dynamite Hill Area

There was no historical exploration or mining activity known at
Dynamite Hill.

Esaase Area

Artisanal mining has a long history in the Bonte Area,
associated with the Ashanti Kingdom. Evidence exists of adits driven by European
settlers, between 1900 to 1939; however, no documented records remain of their
activity. Drilling was conducted on the Bonte River valley alluvial sediments
during 1966 and 1967 to determine alluvial gold potential.

In 1990, the Bonte mining lease was granted to
Akrokerri-Ashanti Gold Mines (AAGM) and was later transferred to Bonte Gold
Mining (BGM), a local subsidiary of AAGM. BGM had reportedly recovered an
estimated 200,000 oz of alluvial gold on the Esaase concession and another
300,000 oz downstream on the Jeni River concession, prior to entering into
receivership in 2002. It should be noted that previous Placer Gold production is
of no relevance to Asankos development program, which is entirely focused on
the development of hard rock resources.

The Esaase mining concession, including the camp facilities at
Tetrem, was bought from the Bonte Liquidation Committee by Sametro Company
Limited, a private Ghanaian company. In May, 2006, Asanko, then called Keegan
Resources Inc., signed a letter of agreement with Sametro to earn 100% of the
Esaase mining concession over a three year period of work commitments and option
payments.

Geological Setting, Mineralization and Deposit Types

The geology of economic interest in Ghana is comprised
predominantly of rocks of the Birimian and to a lesser extent of units belonging
to the Tarkwaian. The Birimian consists of narrow greenstone (volcanic) belts,
which are traceable for hundreds of kilometres along strike, but are usually
only 20 to 60 km wide. The greenstone belts are separated by wider basins of
mainly marine clastic sediments. The margins of the belts commonly exhibit
faulting on local and regional scales. These structures are fundamentally
important in the development of gold deposits, for which the region is well
known, and often result in systems of gold-bearing quartz veins within the
tightly folded Birimian-age sedimentary rocks.

The AGM concessions are located in the centre of the Kumasi
basin, nearly equidistant between the north-west flank of the Ashanti Belt and
the south-east flank of the Sefwi-Bibiani Belt, (Figure 5.2), and form part of
the Asankrangwa Gold Belt, a complex northeast trending shear system, situated
along the central axis of the Kumasi Basin, bearing quartz reefs and granitic
intrusives, within a zone that is about 15 km wide, and may be traced for a
northeast-southwest distance of some 150 km.

Page | 46

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Figure 5-2: Location of the Asankrangwa Gold Belt in relation
to the Ashanti and Sefwi Gold Belts

Gold mineralization in the AGM area is hosted in Birimian
meta-sediments and basin-type granites and is associated with major northeast
striking, 5 to 40 m wide graphite-chlorite-sericite fault zones. In particular,
gold mineralization is developed where the northeast fault zones intersect major
east-to-northeast striking fault zones, and especially where they are recognized
to have influenced granite emplacement, alteration and Au geochemical trends.

The AGM area contains six major systems of gold-bearing quartz
veins hosted by tightly folded and foliated Birimian-age altered sedimentary
rocks, and basin-type granites within several well defined parallel structural
corridors. The host rock package includes shale, siltstones, granites, and
lesser feldspathic sandstones. The sedimentary packages are moderately to str
rongly folded and foliated with shale generally displaying better development of
foliation than siltstone. The intrusive packages generally display less strain
than the sedimentary packages. The mineralized quartz veins are syn-kinematic to
post-kinematic, and generally form sets of sub-vertical to gently dipping veins,
with the syn-kinematic veins folded about the dominant axial plane cleavage. The
overall trend of the mineralized bodies is northeast with a moderate dip to the
west. The vein arrays within these bodies have various orientations. The most
common orientations are north striking with vertical dips.

Akwasiso Satellite Deposit

The newest target, Akwasiso, is located on the Nkran shear
corridor (see Figure 5-3) and lies approximately 2 km north of the current Nkran
pit, immediately north of Nkran Extension and approximately 5km south of the
Dynamite Hill deposit. Until recently the area was designated as Small Miners Concessions. Asanko recently obtained the rights to the
mineral concessions, which are contained within its existing Abirem mining
lease.

Page | 47

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Figure 5-3: Locality Map of Akwasiso Satellite Deposit

The Akwasiso target is situated immediately north-east of the
Nkran Extension deposit and the Tailings Storage Facility. The target sits on
the Companys existing Abriem mining lease, but until recently had been
designated as small mining concessions and owned by small scale alluvial
miners. The Company acquired the concessions earlier this year which had been
previously explored by a prior operator.

During 19972000, 183 diamond and
reverse circulation holes were drilled on the Akwasiso target, although no
compliant Mineral Resources were estimated. According to drilling logs and
reports, the total amount of known historic drilling was approximately 11,600m
with numerous mineralized high-grade intercepts. The drilling was limited to a
depth of approximately 100m.

Exploration

Asanko has undertaken extensive geophysical surveys (both
ground and airborne), surface mapping and reconnaissance, data accumulation,
reverse circulation drilling, diamond drilling and validation over the Abore,
Asuadai, Adubiaso, Dynamite Hill, Nkran and Esaase concessions.

The surface mapping study concluded that only 7% of Asankos
highly prospective concession area had been explored historically. The study has
provided a better understanding of the controls on the location of gold deposit
formation and the expression of these controls in exploration data and a
significant number of new exploration targets have been generated. The
identified targets provide a clear opportunity for the exploration team and
offer the potential for rapid delineation of new deposits and resource areas.

Page | 48

---

The 2015 exploration programme was designed to provide a cost
effective validation of prospective targets, as well as establish a level of
parity to the data coverage. To this end, an airborne geophysical survey was
conducted during 2015 in order to infill areas not flown already, and
importantly lay the foundation for contiguous geological and structural
modelling of targets. Near surface oxide targets were prioritized for
investigation during 2016.

The 2016 near mine exploration program yielded success during
Q3 with the completion of the Nkran Extension resource estimate and the
completion and submission of the Supplementary Environmental Impact Study for
the Adubiaso Extension. The Company received the permit for the Adubiaso
Extension at the end of Q3 2016, completed initial grade control drilling and
commenced mining in Q4 2016. The permit for the Nkran extension was received in
Q4 2016 with mining expected to commence in Q1 2017. Extremely promising results
from exploration at the newly-acquired Akwasiso deposit lead the Company to
believe this is a very high-potential target with significant mineralization.
The predominantly oxide ores from these targets are expected to be blended with
fresh ore from the Nkran pit to maximize utilization of the existing processing
plants capacity. These satellite deposits, together with Dynamite Hill, are
likely to provide additional ore sources in 2017.

Drilling

Phase 1 Deposits

Drill traverses for all Phase 1 project areas are generally
aligned perpendicular to the local NE-SW mineralized trends.

To date, a total of 1,947 holes have been drilled in the four
deposits (Nkran 877, Adubiaso 327, Asuadai 143, Abore 463, and Dynamite Hill
137).

The resource drill hole spacing varies between the projects,
from as small as 10 to 15 m across strike, and 15 to 50 m along strike (to
define near mine surface projections of mineralization). Drill coverage at depth
is variable approaching the maximum drilled depth of 590 m from surface in drill
hole RCD802A at the Nkran deposit.

The drilling density is considered appropriate to define the
geometry and extent of the mineralization for the purpose of estimating gold
resources, given the understanding of the local project geology, structure and
confining formations.

Esaase

The drilling program conducted at the Esaase deposit focused
mainly on the northwest striking gold bearing structures in the Esaase
concession but in addition, targets on the Jeni, Dawohodo and Mpatoam
concessions were drilled. The drilling program entailed both surface reverse
circulation (RC) and diamond core (DC) drilling methods focused on the
targets identified by soil sampling, trenching and geophysical
interpretations.

A total of 1,496 drillholes were completed on the Esaase area.
The vast majority of the drillholes into the west dipping mineralization were
collared at an orientation of approximately 100o (UTM). A small number of
drillholes were drilled towards approximately 300o. Of these, 1,187 drill holes
in the currently defined resource area were used for the resource estimation
study.

Phase 2 Deposits

Following a successful prospectivity mapping program that
identified a series of drill ready targets on the Companys substantial land
package in 2015, a number of these targets have been or are being drilled with a
goal of upgrading them into a category of resource status on a systematic basis.
The focus is currently on three near surface oxide targets within short
trucking distance of the existing processing plant: Nkran Extension, Adubiaso
Extension and Akwasiso. Each of these targets are expected to provide additional
feed to the existing plant in 2017 and 2018 until construction of Project 5M
(previously described as Phase 2A) is complete and ore feed for the expanded
plant capacity is sourced from the Esaase pits. Given these deposits are free
milling and present as near surface, they are expected to produce gold at
marginal cost, helping to generate significant free-cash flow during the Project
5M build.

Page | 49

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The Nkran Extension and the Adubiaso Extension have been
incorporated into the new AGM Life of Mine plan, which was expected to be
announced in Q4 2016 as part of the Definitive Feasibility Study for the Phase 2
expansion project.

Nkran Extension

The Nkran Extension is located on the Nkran shear structure,
approximately 1.5km from the Nkran pit, and runs for 900m North-South adjacent
to the existing Tailings Storage Facility (TSF). The zone of interest was
originally indicated from sterilization drilling for the TSF in 2013.

During Q1 2016 the zone was infilled by Reverse Circulation
(RC) drilling on a heel-toe 40m x 20m grid. In Q2 2016, following the
completed assaying of the 29 RC drillholes (approximately 2,200m), a classified
Mineral Resource has been estimated. The Measured & Indicated Mineral
Resources is estimated at 758,658 tonnes at 1.76g/t for 42,930 contained ounces
of gold at 0.8 g/t cut-off. Given these additional resources are part of and not
a material addition to the estimated Asanko Gold Mine resources, no separate
technical report will be prepared for them.

The Nkran extension permit applications were lodged with the
relevant regulatory bodies during Q3 2016 with the requisite permits expected in
Q1 2017 and mining is expected to commence later in 2017.

Table 1: Nkran Extension  Measured and Indicated Resources

| | Cut-Off (g/t gold) | Tonnage   | Grade (g/t) | Gold Ounces
| | ------------------ | --------- | ----------- | -----------
| | 0.5                | 1,001,515 | 1.49        | 47,967     
| | 0.6                | 913,008   | 1.58        | 46,414     
| | 0.7                | 830,438   | 1.67        | 44,691     
| | 0.8                | 758,658   | 1.76        | 42,960     
| | 1.0                | 631,098   | 1.94        | 39,294     

Table 2: Nkran Extension - Inferred Resources

| | Cut-Off (g/t gold) | Tonnage   | Grade (g/t) | Gold Ounces
| | ------------------ | --------- | ----------- | -----------
| | 0.5                | 1,033,300 | 1.36        | 45,303     
| | 0.6                | 899,110   | 1.48        | 42,924     
| | 0.7                | 810,495   | 1.58        | 41,077     
| | 0.8                | 740,643   | 1.65        | 39,386     
| | 1.0                | 610,805   | 1.82        | 35,671     

Notes:

|(1) | All figures are in metric tonnes and columns may not add
      up due to rounding. A gold cut-off grade of 0.8 g/t has been used. The
      Mineral Resources are stated as in situtonnes. Individual
      densities were used per ore domain. The tonnages and contents are stated
      as 100%, which means no attributable portions have been stated in the
      table conversion from grams to ounces  1oz troy
  31.10348g.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page | 50

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Adubiaso Pit Extension

The Adubiaso pit is a previously mined satellite pit at the
AGM, which is estimated to contain 1.8 million tonnes of Proven and Probable
Mineral Reserves at 2.07 g/t gold. These Mineral Reserves lie predominantly
under the old pit and form part of the current life-of-mine plan for the AGM. In
2015, mineralization in two zones over a 300m strike length extending to the
North-East of the existing pit were identified based on an analysis of
historical drill hole data.

In the first quarter of 2016, the Company drilled 20 holes
(approximately 2,100 metres) of RC drilling and delineated a classified Mineral
Resource, as per the tables below. Given these additional resources are part of
and not a material addition to the estimated Asanko Gold Mine resources, no
separate technical report will be prepared for them.

The supplementary Environmental Impact Statement for Adubiaso
Extension was submitted earlier in 2016 and the requisite permits were received
during Q3 and mining of the deposit has begun.

Table 1: Adubiaso Extension - Measured and Indicated
Resources

| | Cut-Off (g/t gold) | Tonnage | Grade (g/t) | Ounces
| | ------------------ | ------- | ----------- | ------
| | 0.5                | 992,408 | 1.43        | 45,612
| | 0.6                | 833,738 | 1.60        | 42,812
| | 0.7                | 714,505 | 1.76        | 40,320
| | 0.8                | 628,602 | 1.89        | 38,249
| | 1.0                | 482,590 | 2.19        | 34,034

Table 2: Adubiaso Extension - Inferred Resources

| | Cut-Off (g/t gold) | Tonnage | Grade (g/t) | Ounces
| | ------------------ | ------- | ----------- | ------
| | 0.5                | 406,846 | 1.69        | 21,394
| | 0.6                | 328,860 | 1.96        | 20,042
| | 0.7                | 269,528 | 2.24        | 18,815
| | 0.8                | 239,597 | 2.42        | 18,086
| | 1.0                | 191,347 | 2.79        | 16,657

Notes:

|(1) | The cut-off grade used was 0.8 g/t. Columns may not add
      up due to rounding. All figures are in metric tonnes. The Mineral
      Resources are stated as in situtonnes. Individual densities were
      used per ore domain. The tonnages and contents are stated as 100%, which
      means no attributable portions have been stated in the table conversion
      from grams to ounces  1 oz troy = 31.10348g.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Akwasiso Satellite Deposit

The newest target, Akwasiso, is located on the Nkran shear
corridor and lies approximately 2 km north of the current Nkran pit, immediately
north of Nkran Extension and approximately 5km south of the Dynamite Hill
deposit. Until recently the area was designated as Small Miners Concessions.
Asanko recently obtained the rights to the mineral concessions, which are
contained within its existing Abirem mining lease.

The Akwasiso target area is particularly prospective as it was
previously drilled by the past owner of the Mineral Concessions and has a known
non-compliant Mineral Resource Estimate. A 10,000m drilling program has been
undertaken by Asanko to validate the geology and grade continuity of at surface
mineralized oxide zones defined by a previous operator. The historical drilling
only evaluated the deposit to a depth of 100 metres, while the current program
will incorporate deeper drilling to more fully understand the potential of the
deposit. The program consisted of 10,000m of reverse circulation and diamond drilling with assay results mostly still pending.
Visual inspection and logging of the current programs core shows similarities
of the mineralization style to Nkran and other satellite deposits, with
intrusive granite in a mixed sedimentary package, with altered and mineralized
sandstone units containing silicification, sulphides and quartz veining. Visual
gold was observed in several intercepts. In addition to confirming this
historical work, significant mineralization has now been discovered below and on
the western flank of the previous drilling.

Page | 51

---

Highlights of the initial assay results are below; complete
drilling results will be announced as they become available. The Company expects
to publish an initial NI 43-101 compliant Mineral Resource Estimate on the
Akwasiso deposit during Q1 2017.

Hole ID
    From (m)
    To (m)
    IntersectionAKDD16-004
    149
    203
    54m @ 3.85g/t AuAKDD16-011
    169
    185
    16m @ 3.65g/t AuAKDD16-013
    69
    81
    12m @ 4.66g/t Au


Sampling, Analysis and Data Verification

Phase 1 Deposits

RC samples were riffle split using a three tier Jones riffle
splitter. A final sample of approximately 3 kg was collected for submission to
the laboratory for analysis. All 1m interval samples were analysed. RC chip
trays were systematically compiled and logged with all bulk rejects stored at
the project site.

For diamond drill core, after geological and structural
logging, sampling was routinely taken at 2m intervals downhole or to geological
contacts, and 1m samples are taken in the mineralized zones. Given familiarity
with the mineralized zones at Nkran, routine 2m sampling outside of the
mineralized zones was replaced with sampling 5m either side of the main
mineralized zone, and where occasional alteration and veining are recognised.

Core was routinely photographed prior to cutting, then laid in
single trays and labeled. Once logged, the core is marked for sampling and cut
using a diamond blade saw. Core is handled by several trained technicians during
the cutting process.

After the core is half-cut, it is carefully placed in plastic
bags marked with a unique sample number. A piece of flagging tape with the
sample number was inserted into the bag for further reference and security.
Individually bagged core and RC drilling samples were packed in polyweave, or
heavy plastic sacks (i.e. 5-10 samples per sack), tied with binding wire and
prepared for transport to the laboratory. Sample bags are stapled before being
dispatched. All samples were firmly secured and locked in a designated sample
room at PMIs field office. The company geologist, responsible for core logging
and RC sampling, held the only key to the room where samples were secured. The
geologist was responsible at all times for their secure shipment to the
laboratory. The sample preparation, security and analytical procedures adopted
by PMI provide an adequate basis for the current mineral resource estimates.

PMI typically inserted random blank samples into the assay
stream. These blanks consistently returned very low assays. Additionally, any
samples in which visible gold was noted, during the logging or in the case of
panning RC drill chips, or any samples which returned high gold grades, were
routinely submitted for either screened metallic, or a bulk cyanide leach assay.
In addition, random pulps and rejects were submitted to other certified labs for
checking or confirmation purposes.

Comparison of the results from the various different assays and
laboratories utilised, indicates a high measure of confidence in the assay data.
The assay labs utilised by PMI utilised their own in-house QC programs. These
included standards, replicas, duplicates and blanks. In general, every batch of
50 solutions contained two standards positioned randomly; two
replicates positioned at the end of the rack; two duplicates selected randomly
and positioned immediately under the original and one blank positioned randomly.

Page | 52

---

All sampling was carried out under the direct supervision of
PMI senior personnel, either the president, VP of exploration, project manager,
or the chief geologist. All drill cores from the concessions were geologically
and structurally logged, split (sawn), photographed and stored at PMIs field
offices or sampling and storage facility in Nkran. All core samples were
submitted to SGS in Tarkwa and check samples to ALS Commercial Laboratory in
Kumasi. All samples were analysed for gold, either by 50 g Fire Assay or Screen
Metallic Fire Assay with AA Finish (AA26); or for cyanide leach, depending on
peculiar features and characteristics of the rock or the drill cuttings. Screen
metallic fire assaying is often used for samples suspected of being high grade
where coarse gold is anticipated. Remaining samples, expected to represent
waste or non-ore mineralized are analysed using straight fire assay.

The technical report authors are of the opinion that the QAQC
  undertaken by the three companies, RSG, PMI and Asanko, is adequate and that the
  current QAQC systems in place at Obotan to monitor the precision and accuracy of
  the sampling and assaying are adequate and should continue to be implemented.

Inspections of the Companys drilling techniques, sampling,
logging procedures, density measurements, exploration data, resources review,
geochemical sampling, data QAQC, data entry, and laboratory have been conducted,
as well as site and assay laboratory inspections, with no serious issues with
regard to any of the data identified. In addition, the database was reviewed and
validated prior to commencing the 2015 Asanko PFS. The conclusion was that the
application of the surface drillhole data is adequate for the geo-statistical
estimation processes employed on the various tenements of the AGM, and the
geological logging, sample preparation and analytical procedures conform to
industry standards and are therefore adequate for use in geological modeling and
geo-statistical estimation.

Individually bagged core and RC drilling samples were packed in
polyweave, or heavy plastic sacks (i.e. 5-10 samples per sack), tied with
binding wire and prepared for transport to the laboratory. All samples were
firmly secured and locked in a designated sample room at PMIs field office. The
company geologist, responsible for core logging and RC sampling, held the only
key to the room where samples were secured. The geologist was responsible at all
times for their secure shipment to the laboratory.

Esaase

The drill chips from the RC drilling program were collected in
1m intervals downhole via a cyclone which discharged into PVC bags. The
collected samples were weighed prior to splitting and then were riffle split
using a three tier Jones riffle splitter. A final sample of approximately 3kg
was collected for submission to the laboratory for analysis. The RC chip
material was stored in trays which were systematically compiled and logged with
all bulk rejects stored at the Asanko Golds exploration camp in the village of
Tetrem. All 1m interval samples were submitted for analysis.

For diamond drilling, the sampling of the core was subject to
the discretion of the geologist completing the geological logging. Early in the
exploration, nominal 2m intervals samples were taken unless otherwise dictated
by geological or structural features. After December 2006, the sample interval
was 1m intervals with the majority (90.7%) of samples submitted to the
laboratory as half core and the remaining submitted as whole or quarter
core.

The sampling intervals are significantly smaller than the true
width of overall mineralized zones, which is variable throughout the deposit,
but is typically in excess of 30m.

The required interval was marked on the core and the sample cut
in half by electric diamond blade core saw. The standard protocol is that the
cut is made 1cm to the right in a downhole direction of the orientation line,
with the left side being retained and the other half broken up for assay. In the
upper oxide zone, where the core was too friable for diamond saw cutting,
the procedure was to dry cut or cleave the core.

Page | 53

---

The structure orientations noted in the core were routinely
recorded to assist in determining the controls on mineralization, in
establishing a reliable geological model for resource estimation, and to provide
additional geotechnical information to determine likely blast fragmentation and
pit stability characteristics. The core was transferred from the trays and
pieced together on a V-rail (angle iron) rack. The orientation line (bottom of
hole), determined by the orientation tool recorded during drilling, was drawn
along the entire length of the assembled core.

Geotechnical logging has recorded percentage core recovery,
  lithology, weathering and oxidation, rock strength, RQD percentage and rock
  defects including frequency, orientation, type and characteristics. A set of
  metallurgical drillholes of approximately 28 oriented HQ3 core drillholes were
  drilled radially outward from within the deposit through depths beyond an
assortment of potential pit wall limits.

The sample recovery for the RC drilling averages approximately
34kg per metre drilled. Bulk sample weights (on a per metre basis) have been
recorded in the database for approximately two thirds of all RC samples drilled.
Sample recovery in DC drillholes was good although in the moderate to highly
weathered saprolite and highly fractured and brecciated zones poor recoveries
were experienced. Asanko Gold began utilising HQ3 drilling to minimise the core
loss in the weathered and transition zones after July 2008.

Recovery factors are unlikely to materially affect the accuracy
and reliability of the results.

The Asanko sampling procedures adopted for the drilling
programmes are consistent with current industry best practise. Samples collected
by DC drilling within the highly weathered zones are of moderate quality, with
the remainder being of good quality. Sample recoveries and quality for the RC
drilling are high with drilling switching to diamond core once wet samples were
noted.

A quality control twin drillhole exercise was undertaken to
determine if any negative bias resulted in the DC drilling due to the use of
water. A number of the DC drillholes had poor recovery in the highly weathered
zone and potential exists to wash out fine gold and therefore underestimate the
gold content. Four DC and RC drillhole pairs were suitable for comparison and
results indicate comparable intervals of mineralization with broadly equivalent
grades between DC and RC drilling.

Asanko sampling protocols required samples to be collected in
staple-closed bags, transported to the exploration camp to be collected by the
laboratory vehicle, at which point the laboratory assumed responsibility and
transported the consignment to the laboratory directly. The samples submission
procedures were supervised by Asanko technical staff and the rapid submission of
samples provided little opportunity for sample tampering. Equally, given the
umpire assaying via an external international laboratory and the regular blind
submission of international standards to both the primary and umpire assay
facilities, any misleading analytical data would have been readily recognised
and investigated.

Phase 2 Deposits

Adubiaso and Nkran Extensions Development Timeline

Work is nearing completion on the Mineral Reserve Estimates for
the two extensions, based on Whittle pit designs, waste dump planning and water
management programs. The permitting process is also making good progress. As
both deposits are located on the Companys existing Abriem mining lease,
permitting only requires that a supplementary Environmental Impact Study (EIS)
be submitted to the relevant government regulatory bodies. The supplementary EIS
for Adubiaso Extension has been submitted and the Nkran Extension permit
applications will be lodged with the relevant regulatory bodies by the end of Q3
2016. The requisite permits are expected to be granted during H2 2016. Mining
operations are expected to begin immediately following the receipt of the
permits. As such, the two extensions have been incorporated into the new Asanko Gold Mine
Life of Mine plan, which is expected to be announced in Q3 2016 as part of the
Definitive Feasibility Study for the Phase 2 expansion project.

Page | 54

---

Akwasiso Satellite Deposit

The Akwasiso deposit is located on the Nkran shear corridor and
  lies approximately 2km north of the current Nkran pit, immediately north of
  Nkran Extension and approximately 5km south of the Dynamite Hill deposit. Until
  recently the area was designated as Small Miners Concessions. Asanko recently
  obtained the rights to the mineral concessions, which are contained within its
  existing Abriem mining lease. The Akwasiso target area is particularly
  prospective as it was previously drilled by the past owner of the mineral
concessions and has a known non-compliant Mineral Resource Estimate.

Asanko is completing a 5,000m diamond drilling program
primarily designed to validate the geology and grade continuity of mineralized
zones defined by the previous operators campaign in 2000 and 2001. To date a
total of 3,500m of diamond drilling has been completed with assay results
pending. Visual inspection of the current programs core shows similarities of
the mineralization style to Nkran and other satellite deposits, with intrusive
granite, a mixed sedimentary package, with altered and mineralized sandstone
units with silicification and quartz veining. The historical drilling only
evaluated the deposit to a depth of 100 metres. The current program will
incorporate deeper drilling to more fully understand the potential of the
deposit. Drilling results will be announced as they become available.

In May 2016, the Company began a drilling program on the
Akwasiso Satellite Deposit with the objective of confirming and validating the
previous drilling, as well as exploring the potential of the target below the
previous shallow drilling. The program consisted of 10,000m of reverse
circulation and diamond drilling with assay results mostly still pending. Visual
inspection and logging of the current programs core shows similarities of the
mineralization style to Nkran and other satellite deposits, with intrusive
granite in a mixed sedimentary package, with altered and mineralized sandstone
units containing silicification, sulphides and quartz veining. Visual gold was
observed in several intercepts.

Mineralization occurs in three zones identified to date: the
Western shear zone, Central sandstone and granite contact zone, and an Eastern
granite contact zone. Further drilling is planned which will test all three
zones and mineralization is still open at depth and along strike. An initial
Mineral Resource estimate was expected to be published in Q4 2016.

Page | 55

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Figure 5-4: A plan view of mineralization at >0.5 g/t
gold contours

Locality Map of Akwasiso



A plan view of mineralization at >0.5 g/t gold contours



Page | 56

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Mineral Processing and Metallurgical Testing

Metallurgical test work on Phase 1 deposits was initially
carried out by AMMTEC Pty Ltd, AMDEL Ltd, Supaflo Technologies Pty Ltd, Analabs
Pty Ltd and METCON Research Inc. The test work program was conducted on
composite samples of drill core and reverse circulation drill chips from Nkran
oxide and primary ores to obtain design comminution, gravity and leaching
parameters.

A new metallurgical test work program was completed in February
2012. The results from this program included:

| |  | additional comminution and leaching
      characteristics of the Nkran primary ore at greater depth;
| | - | ----------------------------------------------------------------------------------------------------
| |   |                                                                                                     
| |  | quantification of the cyanide detoxification
      requirements; and                                
| |   |                                                                                                     
| |  | thickener sizing data.                                                                              

In addition to the above mentioned test work, test work was
performed on Dynamite Hill material. This test work included:

| |  | comminution characteristics of Dynamite Hill
      oxides, transitional, and fresh material; 
| | - | ---------------------------------------------------------------------------------------------
| |   |                                                                                              
| |  | gravity circuit recovery of Dynamite Hill
      oxides, transitional, and fresh material; and
| |   |                                                                                              
| |  | cyanide leaching of Dynamite Hill oxides,
      transitional, and fresh material.            

A gravity circuit modelling report by Gekko Systems, based on
previous test work on Nkran ore, has been referenced in the recovery assessment.
The metallurgical design has been based on the results of the recent test work
carried out by Asanko, historical test work carried out by Resolute and Resolute
historical operational results.

The Esaase deposit has been subjected to extensive
metallurgical testwork programs carried out in four phases from 2008-2011,
including:

| |  | diagnostic testing of oxide, transition and
      fresh materials in 2008-2009;
| | - | -------------------------------------------------------------------------------

Page | 57

---

| |  | development of process flowsheet comprising comminution,
      gravity concentration and CIL on gravity tailings and variability testing
      between fresh and oxide materials in late 2009;                                                                                                     
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                    
| |  | detailed design parameters for fresh and oxide ore types.
      Process included comminution, gravity concentration, leaching of gravity
      concentrate and CIL on tails conducted in 2009 and 2010; and                                                                                        
| |   |                                                                                                                                                                                                                                                                                                    
| |  | extended gravity testing to improve recovery of ultrafine
      sulphide associated gold. The process flow included comminution, gravity
      concentration and leaching of gravity concentrate, gravity concentration
      of mill product with spirals and CIL on thickened spiral concentrate.

As a result of the four phases of test work the final 2011
process was specified to include SAG mill and secondary ball milling, gravity
gold recovery from the milling circuit and spiral concentration of the milled
product, at a grind dependant on ore type. The spiral concentrate would then be
reground and recombined with the spiral tail for thickening and CIL gold
recovery to improve cyanide amenability of the ultrafine locked component.

In 2012, Asanko conducted a fifth phase of metallurgical
testing designed to quantify the metallurgical recovery that could be achieved
through the combination of:

| |  | gravity recovery within the milling circuit;   
| | - | -----------------------------------------------
| |   |                                                
| |  | flotation recovery on the gravity tailings; and
| |   |                                                
| |  | a leach on the flotation concentrates.         

The selection of the optimum grind size for the primary grind
is crucial to any gold process flow sheet as it sets the first limitation with
regards to gold recovery thereafter. During phase 3 of the testwork a grind
optimisation trade off study suggested that a target grind of 80% passing (P80)
150μm, was adequate for the circuit which was revised to P80 = 106 μm during
phase 4 of the testwork. All subsequent testwork for phase 5 was performed at
P80 = 75μm as the evidence supported the benefit of a finer target grind
size.

Amdel Metallurgical Laboratories in Perth was commissioned to
complete the phase 5 testwork, based on remnants of the initial testwork core
samples to reinvestigate the option of gravity/float/CIL processing and to
address the issue of grind size in more detail.

A new series of metallurgical testwork was undertaken in 2015
under the management of DRA Global to investigate co-processing of the ores from
Asanko Phase 1 and Esaase. The Asanko Phase 2 testwork programme was undertaken
by the Perth based, ALS and was designed with the objective of evaluating the
metallurgical response of a gravity-CIL circuit, (as per the Asanko Phase 1
design) and a gravity-flotation-CIL circuit (as per the Esaase PFS design) when
treating blends of Esaase and Obotan ore. The findings of this testwork were in
agreement with the findings of previous testing on both Esaase and Obotan. Oxide
ore types were found to achieve the best recovery when treated in a gravity-CIL
circuit while fresh ore achieved the highest gold recovery in the
gravity-flotation-CIL circuit.

Testing on blends of Nkran and Esaase fresh material indicated
that total recovery for the flotation circuit increased when the fineness of
grind was increased from 106 μm to 75 μm. Total gold recovery of 92.7% with a
final residue grade of 0.17 g/t and a 6% mass pull was achieved for a bulk
flotation test at a grind of 75 μm on a blend composite containing 25% Nkran
fresh and 75% Esaase fresh.

Mineral Resource and Mineral Reserve Estimates

In February 2014, Asanko acquired PMI Gold Corporation (PMI)
and merged its Obotan project with the Esaase project to form what is now the
Asanko Gold Mine. Following the acquisition, Asanko undertook a complete
re-assessment of the mineral resource estimates (MRE) for the Obotan project,
namely the Nkran, Adubiaso, Abore, Dynamite Hill and Asuadai
deposits which are now referred to as Phase 1 of the Asanko Gold Mine.

Page | 58

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The re-assessment went back to first principles and
included:

| | 1. | The consolidation of all exploration and evaluation
      drilling data from prior operator Resolute Mining and PMI, into one
      cohesive validated database.                                                                                                                                                                           
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 2. | The use of independent geological experts to re-log
      diamond drill holes beneath the base of the old Resolute pit to understand
      structural controls to mineralization and mineral domains. This work
      produced a new geological model and provided a detailed framework to
      produce a detailed model for the deposits.
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 3. | The integration of the geological model into the estimate
      of classified Mineral Resources using industrys best practice techniques
      and undertaken by an independent qualified person.                                                                                                                                         

The Mineral Resources were estimated in accordance with the
guidelines of the Canadian Institute of Mines, Metallurgy and Petroleum (CIM)
whose criteria are incorporated as the standard under Canadian Securities
regulators NI 43-101. The Independent Qualified Person (QP) was Charles Muller
of CJM Consulting and the NI 43-101 compliant technical report dated September
30, 2014, is filed on the Companys profile on SEDAR.

The Mineral Resources for Phase 1 and Phase 2 of the Asanko
Gold Mine, as of the date of this report, are summarized as follows:

Asanko Gold Mine Global Resource Estimate

Deposit
    Measured
    Indicated
    Total (M&I)
    InferredTonnes (millions)
    Grade (g/t)
    Oz (millions)
    Tonnes (millions)
    Grade (g/t)
    Oz (millions)
    Tonnes (millions)
    Grade (g/t)
    Oz (millions)
    Tonnes
      **(millions)**
    Grade (g/t)
    Oz (millions)Nkran
    13.24
    2.55
    1.09
    25.80
    2.23
    1.85
    39.04
    2.34
    2.94
    7.06
    2.34
    0.53Abore
    1.61
    1.70
    0.09
    3.37
    1.63
    0.18
    4.98
    1.65
    0.27
    6.59
    1.65
    0.35Adubiaso
    0.73
    2.60
    0.06
    1.40
    2.04
    0.09
    2.13
    2.23
    0.15
    0.20
    2.27
    0.02Dynamite Hill
    0.00
    0.00
    0.00
    1.84
    1.86
    0.11
    1.84
    1.86
    0.11
    0.52
    1.51
    0.03Asuadai
    0.00
    0.00
    0.00
    1.64
    1.34
    0.07
    1.64
    1.34
    0.07
    1.25
    1.61
    0.06Phase 1 Total
    15.58
    2.47
    1.24
    34.05
    2.10
    2.30
    49.63
    2.22
    3.54
    15.62
    1.96
    0.99Esaase
    23.38
    1.49
    1.12
    71.25
    1.44
    3.28
    94.63
    1.45
    4.40
    33.59
    1.40
    1.51Total
    38.96
    1.88
    2.36
    105.30
    1.65
    5.58
    144.26
    1.71
    7.94
    49.21
    1.58
    2.50


Notes:

|(1) | Due to rounding differences some M&I totals may not
      add exactly with the Measured and Indicated
figures.
|--- | --------------------------------------------------------------------------------------------------------------

Qualified Person

Charles Muller is a QP under NI 43-101 and is independent of
Asanko. He conducted an extensive review of all of the available technical data,
databases, systems and geological models. In addition, he has visited the Nkran
deposit on multiple occasions. Mr. Muller has over 25 years of experience in
resource modelling including specific, relevant experience acting as Independent
QP since 1994 for Goldfields in Ghana. For the past 12 years he has been the QP
for the Goldfields Damang Mine, also located in Ghana. Damang bears hydrothermal
vein hosted mineralization similar to the Nkran deposit.

Mr. Muller is a member of both the Geostatistical Association
of Southern Africa and the South African Council for Natural Scientific
Professions (Pr. Sci. Nat. Reg. No. 400201/04).

Page | 59

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Asanko Gold Mine Mineral Reserve Statement

As a result of the positive economic outcomes of the May 2015
Asanko Gold Mine PFS a portion of the Companys Mineral Resources for Esaase
were upgraded to Mineral Reserves. The Mineral Reserves were estimated in
accordance with CIM criteria for Mineral Reserves, incorporated as standard
under NI 43-101. The Mineral Reserve Estimate was prepared by an independent
engineering firm, DRA Projects SA (Pty) Ltd and can be found in a NI 43-101
compliant technical report dated June 29, 2015 and filed on SEDAR.

Mineral Reserve Statement

Deposit
    Proven
    Probable
    Total P&PTonnes
      (millions)
    Grade
      (g/t)
    Oz
      (millions)
    Tonnes
      (millions)
    Grade
      (g/t)
    Oz
      (millions)
    Tonnes
      (millions)
    Grade (g/t)
    Oz
      (millions)Nkran
    13.5
    2.32
    1.00
    17.7
    2.12
    1.20
    31.2
    2.21
    2.20Adubiaso
    0.9
    2.23
    0.06
    0.9
    1.90
    0.05
    1.8
    2.07
    0.11Abore
    1.2
    1.69
    0.06
    0.9
    1.87
    0.05
    2.1
    1.77
    0.11Asuadai
    0.0
    0.00
    0.00
    0.5
    1.26
    0.02
    0.5
    1.26
    0.02Dynamite Hill
    0.0
    0.00
    0.00
    1.1
    1.88
    0.07
    1.1
    1.88
    0.07Phase 1 Total
    15.5
    2.26
    1.13
    21.0
    2.07
    1.39
    36.7
    2.15
    2.52Esaase
    22.5
    1.40
    1.01
    37.9
    1.42
    1.72
    60.3
    1.41
    2.73Total
    38.0
    1.75
    2.14
    58.9
    1.64
    3.11
    97.0
    1.68
    5.25


Qualified Person

Thomas Obiri-Yeboah, Pr. Eng., Senior Mining Engineer of DRA
Projects SA, is a QP under NI 43-101 and is independent of Asanko. The Mineral
Reserve Estimate was prepared under his supervision. He is a member of the
Engineering Council of South Africa, Registration #20100340. His technical
expertise includes over 20 years in the mining sector covering production,
planning and project work and he has been involved in numerous projects around
the world with both base and precious metals. He spent 12 years modelling gold
deposits for AngloGold Ashanti in West Africa.

Notes on Mineral Terminology

Mineral Resources and Reserves are derived from Canadian
Institute of Mining definitions. Similar terminologies are in use in Australia
(JORC) and South Africa (SAMRAC) and are being considered in the United
States.

Mineral resources do not have demonstrated economic viability,
but have reasonable prospects for eventual economic extraction. They fall into
three categories: measured, indicated and inferred. Measured and indicated
mineral resources can be estimated with sufficient confidence to allow the
appropriate application of technical, economic, marketing, legal, environmental,
social and governmental factors to support evaluation of the economic viability
of the deposit. For measured resources: we can confirm both geological and grade
continuity to support detailed mine planning. For indicated resources: we can
reasonably assume geological and grade continuity to support mine planning.

Mineral reserves are the economically mineable part of measured
and/or indicated mineral resources demonstrated by at least a preliminary
feasibility study. The reference point at which mineral reserves are defined is
the point where the ore is delivered to the processing plant. Mineral reserves
fall into two categories: (a) proven reserves: the economically mineable part of
a measured resource for which at least a preliminary feasibility study
demonstrates that economic extraction is justified; and (b) probable reserves:
the economically mineable part of a measured and/or indicated resource for which
at least a preliminary feasibility study demonstrates that economic extraction
is justified.

Page | 60

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Table 5-2: Asanko Gold Mine Mineral Resources as at April
2014

Deposit
    Measured
    Indicated
    Total
      (M&I)
    InferredTonna
      ge Mt
    Grade
      G/T
    Conte
      nt Moz
    Tonna
      ge Mt
    Grade
      G/T
    Conte
      nt Moz
    Tonna
      ge Mt
    Grade
      G/T
    Conte
      nt Moz
    Tonna
      ge Mt
    Grade
      G/T
    Conte
    nt MozNkran
    13.24
    2.55
    1.09
    25.80
    2.23
    1.85
    39.04
    2.34
    2.94
    7.06
    2.34
    0.53Adubia so
    0.73
    2.60
    0.06
    1.40
    2.04
    0.09
    2.13
    2.23
    0.15
    0.20
    2.27
    0.02Abore
    1.61
    1.70
    0.09
    3.37
    1.63
    0.18
    4.98
    1.65
    0.27
    6.59
    1.65
    0.35Dynami te Hill
    0.00
    0.00
    0.00
    1.84
    1.86
    0.11
    1.84
    1.86
    0.11
    0.52
    1.51
    0.03Asuadai
    0.00
    0.00
    0.00
    1.64
    1.34
    0.07
    1.64
    1.34
    0.07
    1.25
    1.61
    0.06Esaase
    23.38
    1.49
    1.12
    71.25
    1.44
    3.28
    94.63
    1.45
    4.40
    33.59
    1.40
    1.51Total
    38.96
    1.88
    2.36
    105.30
    1.65
    5.58
    144.26
    1.71
    7.94
    49.21
    1.58
    2.50Notes: Columns may not add up due to
      rounding All figures are in metric tonnes The Mineral Resources
      are stated as in situ tonnes Individual Densities were used per
      mineralized zone The tonnages and contents are stated as 100%, which
      means no attributable portions have been stated Conversion from gr to
oz  31.10348


The 2015 Asanko PFS meets the customary industry criteria for a
pre-feasibility study as well as those of the Canadian Institute of Mines,
Metallurgy and Petroleum whose criteria are incorporated as the standard under
NI 43-101. The 2015 Asanko PFS reports a Mineral Reserve for the Project based
on the associated Mineral Resource estimation, dated September 2014 by CJM
Consulting. While reserves were previously estimated for the Esaase Project in
2012 when it was a stand-alone project no Mineral Reserves are currently
assigned to the Esaase deposit because it is the subject of the Phase 2 PFS and
until that feasibility work supports a reserve estimate none will be made.

Asanko Gold Mine - Updated Mineral Resource and Reserve
Estimate

As summarized above, on February 24, 2017, the Company
published an updated Mineral Resource and Reserve Estimate for the AGM. The
updated Mineral Resource and Reserve Estimate was prepared as at December 31,
2016.

The updated Mineral Resource and Reserve Estimates reflect
depletion from the first two years of mining, the application of updated
constraining parameters for resource modelling, and includes the three deposits
discovered in 2016; Akwasiso, Nkran Extension and Adubiaso Extension, two
additional pits at Esaase, as well as an updated Mineral Resource Estimate for
the Nkran pit, which has been prepared by a second independent expert CSA Global
(CSA), a leading mineral consulting group.

CSA Global Review

The new Mineral Resource Estimate (MRE) for Nkran is the
outcome of a third party external audit carried out by CSA, which was
commissioned by the Company in mid-2016. The scope of the review was for CSA to
verify the modelling techniques applied by CJM Consulting (CJM) to the
original November 2014 Definitive Project Plan (DPP) MRE (see the Companys
news release dated November 13, 2014) and to verify the Companys grade control,
mining, reconciliation methodology and the mine to metal accounting. The audit
concluded that the MRE modelling methodology was appropriate for the style of
mineralization at Nkran and that the grade control, mining, reconciliation
methodology and the mine to metal accounting that was implemented at the mine
was excellent.

As part of the audit, CSA also reviewed the geological
modelling of Nkran, given the complex nature of the structural controls
associated with the Nkran mineralization. The Nkran pit gold mineralization is
controlled by a combination of sandstone rock units enclosed by steep shear
structures and a later cross cutting and shallow dipping vein style of mineralization. The
challenge for mineral resource estimation is the integration of the gold
mineralization associated with both of these structures. CSA concurred with the
Companys geological interpretation and acknowledge the existence of the flat
structures but downplay the contribution of gold from them into the block model.

Page | 61

---

CSA compiled the MRE for Nkran and Dynamite Hill, and reviewed
the Esaase Main pit MRE and concurred with the CJM estimate. CJM compiled the
MRE for all the other deposits.

Mineral Resource Estimate

The MRE has been updated as at December 31, 2016 following two
years of mining operations at the Nkran pit, infill drilling at the Dynamite
Hill deposit, and the discovery and evaluation of the Akwasiso, Adubiaso
Extension and Nkran Extension deposits.

In line with best practice, the AGM MRE has also been updated
from previous Mineral Resources (using a 0.3 g/t Au waste determination) to
Mineral Resources above a cut-off grade of 0.5 g/t Au within a $2,000 per ounce
gold pit shell. The resultant resource estimate is fully compliant with the
intent of the CIM 2014 Code (Canada) with respect to stating mineral resources
that have a reasonable prospect of eventual economic extraction.

With regards to Nkran, the reserve has been depleted by 270,471
ounces during 2015 and 2016 due to mining operations through to the end of
December 2016. In addition, the application of the constraining parameters has
resulted in a further 352,000 ounce reduction when compared to the original
unconstrained November 2014 DPP MRE. The MRE includes the grade control drilling
data on a 10m x 5m grid below the December 31, 2016 pit floor.

Analysis was conducted using uniform conditioning, indicated
kriging and ordinary kriging to align the mineral resource estimate methodology
to reflect the reconciliation of production during 2016. The sensitivity of the
indicated kriging method for ore zone delineation was analyzed in detail and the
method confirmed to be appropriate for the Nkran style of mineralization.

During Q4 2016, additional infill drilling was completed at
Dynamite Hill, which increased the resource estimate from 110,000 ounces to
180,000 ounces.

The Phase 1 drilling program at the Akwasiso deposit has
provided the basis for an initial MRE. The Company is currently completing a
second phase of drilling (4,800 metres) which aims to upgrade the considerable
inferred resource at this pit to an Indicated classification. The results are
expected in H2 2017.

There have been other incremental increases in the satellite
pits due to an adjustment of Whittle input parameters such as an improved fuel
price, mining and processing costs, process plant throughput and gold recovery
rates.

Table 1 Asanko Gold Mine Global Mineral Resource Estimate
(as at December 31, 2016)

Deposit
    Measured
    Indicated
    Total
    (M&I)Mt
    g/t Au
    Moz
    Mt
    g/t Au
    Moz
    Mt
    g/t Au
    MozEsaase Main
    26.64
    1.37
    1.17
    65.50
    1.37
    2.89
    92.14
    1.37
    4.06Nkran
    5.58
    1.67
    0.30
    34.71
    1.68
    1.87
    40.29
    1.68
    2.17Abore
    2.30
    1.39
    0.10
    4.68
    1.33
    0.20
    6.98
    1.35
    0.30Dynamite Hill
    -
    -
    -
    3.80
    1.45
    0.18
    3.80
    1.45
    0.18Akwasiso
    -
    -
    -
    4.61
    1.20
    0.18
    4.61
    1.20
    0.18Abudbiaso
    0.83
    2.35
    0.06
    1.57
    1.89
    0.10
    2.40
    2.05
0.16


Page | 62

---

Deposit
    Measured
    Indicated
    Total
    (M&I)Mt
    g/t Au
    Moz
    Mt
    g/t Au
    Moz
    Mt
    g/t Au
    MozEsaase D
    0.97
    1.09
    0.03
    1.35
    1.39
    0.06
    2.33
    1.26
    0.09Esaase B
    0.87
    0.99
    0.03
    2.21
    0.76
    0.05
    3.08
    0.82
    0.08Asuadai
    -
    -
    -
    1.97
    1.21
    0.08
    1.97
    1.21
    0.08Adubiaso Ext.
    0.16
    1.94
    0.01
    0.31
    1.59
    0.02
    0.47
    1.71
    0.03Nkran Ext.
    -
    -
    -
    0.20
    2.61
    0.02
    0.20
    2.61
    0.02Total
    37.36
    1.42
    1.71
    120.91
    1.45
    5.63
    158.27
    1.44
7.34


Notes:

| | (1) | All pits are at a cut-off of 0.5g/t Au within a US$2,000
      per ounce of gold pit shell.                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Nkran includes depletion of 5.08Mt at 1.66 g/t Au for
      270,471 ounces.                                                                                               
| | (3) | All figures are rounded to reflect appropriate levels of
      confidence. Apparent differences may occur due to rounding.                                                
| | (4) | CSA Global undertook the MRE for Nkran and Dynamite Hill
      and reviewed the Esaase Main pit.                                                                          
| | (5) | CJM Consulting undertook and completed updates to the MRE
      on Abore, Asuadai, Esaase B and D zones, Akwasiso, Adubiaso, Adubiaso
      Extension and Nkran Extension.

Table 2: Asanko Gold Mine Global Mineral Resource
Estimate (as at December 31, 2016)

Deposit
    
    InferredMt
    g/t Au
    MozEsaase Main
    0.95
    1.37
    0.04Nkran
    1.69
    1.77
    0.10Abore
    5.37
    1.44
    0.25Dynamite Hill
    1.19
    1.43
    0.05Akwasiso
    3.85
    1.56
    0.19Abudbiaso
    0.30
    1.98
    0.02Esaase D
    1.17
    1.24
    0.05Esaase B
    2.46
    0.84
    0.07Asuadai
    0.92
    1.61
    0.05Adubiaso Ext.
    0.24
    2.55
    0.02Nkran Ext.
    0.02
    1.12
    0.00Total
    18.17
    1.43
0.83


Notes:

| | (1) | All pits are at a cut-off of 0.5g/t Au within a US$2,000
      per ounce of gold pit shell.                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Nkran includes depletion of 5.08Mt at 1.66 g/t Au for
      270,471 ounces.                                                                                               
| | (3) | All figures are rounded to reflect appropriate levels of
      confidence. Apparent differences may occur due to rounding.                                                
| | (4) | CSA Global undertook the MRE for Nkran and Dynamite Hill
      and reviewed the Esaase Main pit.                                                                          
| | (5) | CJM Consulting undertook and completed updates to the MRE
      on Abore, Asuadai, Esaase B and D zones, Akwasiso, Adubiaso, Adubiaso
      Extension and Nkran Extension.

Mineral Reserve Estimate

The Mineral Reserve Estimate (MRev) update process commenced
with the depletion of the 2014 November DPP MRev to the Nkran pit bottom, as at
December 31, 2016. Since the re-commencement of mining operations at the Nkran
pit in 2015, 5.08 million tonnes (Mt) of ore have been mined at a grade
average of 1.66 g/t Au for a total of 270,471 ounces of gold.

The mining depletion of the 2014 November DPP MRev reduced the
reserve ounces in Nkran from 2.2Moz to 1.9Moz over the last two years, resulting
in a 14% reduction in the Nkran reserve base, although this translated to only a
6% reduction in global DPP reserves.

Page | 63

---

The reserves for Nkran have been updated based on the more
conservative CSA resource model, which has impacted the size and strip ratio of
the final Nkran pit. This updated MRev reduced the Nkran ounces from 1.9Moz to
1.47Moz, a reduction of 23%. However, with the addition of new reserves for
Akwasiso, Adubiaso Extension and Nkran Extension, as well as the reserves for
Dynamite Hill, Abore and Asuadai, the global Mineral Reserves for the AGM
complex have only been reduced by 2%.

Table 3: Asanko Gold Mine Global Mineral Reserve Estimate
(as at December 31, 2016)

Deposit
    Proven
    Probable
    TotalMt
    g/t Au
    Moz
    Mt
    g/t Au
    Moz
    Mt
    g/t Au
    MozEsaase Main
    22.8
    1.40
    1.03
    36.5
    1.38
    1.62
    59.39
    1.39
    2.65Nkran
    3.96
    1.98
    0.25
    18.57
    2.04
    1.22
    22.53
    2.03
    1.47Abore
    1.35
    1.62
    0.07
    1.77
    1.70
    0.01
    3.12
    1.66
    0.17Abudbiaso
    0.96
    2.19
    0.07
    1.23
    1.92
    0.08
    2.19
    2.04
    0.14Dynamite Hill
    0.00
    0.00
    0.00
    2.62
    1.60
    0.13
    2.62
    1.60
    0.13Akwasiso
    0.00
    0.00
    0.00
    3.03
    1.38
    0.13
    3.03
    1.38
    0.13Asuadai
    0.00
    0.00
    0.00
    1.08
    1.23
    0.04
    1.08
    1.23
    0.04Nkran Ext.
    0.24
    1.98
    0.02
    0.26
    1.79
    0.01
    0.50
    1.88
    0.03Esaase D
    0.20
    1.05
    0.01
    0.40
    1.70
    0.02
    0.62
    1.50
    0.03Adubiaso Ext.
    0.11
    2.26
    0.01
    0.10
    1.68
    0.01
    0.22
    1.98
    0.01Esaase B
    0.10
    0.83
    0.00
    0.00
    0.92
    0.00
    0.13
    0.85
    0.00Total
    29.8
    1.52
    1.45
    65.6
    1.60
    3.37
    95.41
    1.57
4.82


Notes:

| | (1) | Nkran includes depletion since February 2015 of 5.08Mt at
      1.66 g/t Au for 270,471 ounces.                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Reserves excludes the ROM stockpile of 1.52Mt at 1.36 g/t
      Au for 66,669 ounces and the marginal stockpile of 0.43Mt at 0.67 g/t Au
      for 9,121 ounces.
| | (3) | All pits are at a cut-off of 0.8g/t Au, except Esaase
      Main, Esaase B and D zones, which are at a cut-off of 0.6g/t Au.                                    
| | (4) | Reserves estimated at a US$1,300/oz gold price.                                                                                                                 
| | (5) | All figures are rounded to reflect appropriate levels of
      confidence. Apparent differences may occur due to rounding.                                      
| | (6) | Only Measured and indicated Mineral Resources were
      converted to Mineral Reserves.                                                                         

Qualified Person

Malcolm Titley (CSA Global Principal Geologist; AIG), is the
Qualified Person for the sign off of the Nkran and Dynamite Hill MRE. Charles J.
Muller, (B.Sc. Geology (Hons), PR.Sci.Nat., MGSSA, a Director of CJM Consulting
Pty Ltd. (CJM) of Johannesburg, South Africa) is the Qualified Person for the
sign off of the Esaase Main, Esaase B and D zones, Abore, Adubiaso, Adubiaso
Extension, Asuadai, Akwasiso and Nkran Extension MRE. The MREv are reported in
accordance with Canadian NI 43-101 requirements and the South African Code of
Reporting of Exploration Results (SAMREC), which is consistent with the CIM
Estimation Best Practice Guidelines in Canada. Mr Titley and Mr. Muller have
reviewed and approved the technical content of this news release. Phil Bentley,
Asanko Executive: Geology and Resources (Pr.Sci.Nat.) is the Asanko Qualified
Person under NI 43-101 guidelines who assumes technical responsibility for
Mineral Resource contents pertaining to the MREv contained in the Companys news
release dated February 24, 2017 and summarized herein.

The Reserve Statements were all prepared by Thomas
Obiri-Yeboah, B.Sc. Mining Engineering (Hons), PR.Eng, a Senior Mining Engineer
of DRA Mining (Pty) Ltd. (DRA) of Johannesburg, South Africa. The reserve is
reported in accordance with Canadian NI 43-101 requirements, which is consistent
with the CIM Estimation Best Practice Guidelines in Canada. Frederik Fourie,
Asanko Senior Mine Engineer (Pr.Eng.) is the Asanko Qualified Person under NI
43-101 who assumes responsibility for the Mineral Reserve contents contained in
the Companys news release dated February 24, 2017 and summarized herein. Mr. Obiri-Yeboah has reviewed and approved the
technical content of the Companys February 24, 2017 news release and has
consented to extracts of such news release being contained in this AIF .

Page | 64

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Expansion Projects

The Phase 2 PFS (published in May 2015) envisioned integrating
  the Esaase deposit with first phase of the AGM to create one large, multi-pit
  mine and expanding the existing processing facilities to produce an average of
  411,000 ounces of gold per annum over a 10.5 year Life of Mine (LoM) from
  2018. The ore would be mined and crushed at Esaase and then conveyed to the
  expanded CIL processing facility, which would include an upgrade to the CIL
  circuit with two extra tanks to increase capacity from 3Mtpa to 3.8Mtpa and the
addition of a 5Mtpa flotation plant.

The scope of the Expansion DFS (previously described as Phase
2) has changed since the publication of the Phase 2 PFS, following the
successful commissioning of the first phase of the AGM in Q1 2016. The
performance of current CIL plant, operating at 120% of the 3Mtpa design with
gold recovery at 94% vs design of 92.5%, provided the basis for thorough review
of the PFS plan for a flotation plant. The scope change from a flotation plant
to a CIL plant has been driven by the reduction in operating costs, based on the
actual operating performance, as well as positive metallurgical test work
conducted during 2016.

Therefore, the Expansion DFS has been modified to include a
two-stage approach for the integration of the Esaase deposit with the current
mining and processing operations. Once complete, the Company plans to increase
gold production at the AGM from 230,000  240,000 ounces per year in 2017 to
approximately 450,000 per year by 2020.

Therefore, the Expansion DFS has been modified to include a
two-stage approach for the integration of the Esaase deposit with the current
mining and processing operations. Once complete, the Company plans to increase
gold production at the AGM from 230,000  240,000 ounces per year in 2017 to
~450,000 per year by 2020.

| |  | Project 5M (previously described as Phase 2A): upgrade
      the existing CIL circuit from 3.6Mtpa to 5Mtpa and development of the
      Esaase mine, including the construction of a 27km overland conveyor to
      transport the Esaase ore (up to 2Mtpa) to the existing processing
      facility; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                            
| |  | Project 10M (previously described as Phase 2B):
      construction of an additional 5Mtpa CIL plant to double the total
      processing capacity to 10Mtpa and increase the mining tonnage of Esaase
      ore to 7Mtpa.                                                                                  

Overview of Project 5M

Project 5M plans brownfield modifications to upgrade the
existing process facility from 3.6Mtpa to 5Mtpa through the addition of
additional gravity recovery equipment, upgrading pumping systems and a twin
tailings pipe line. The upgrades to the processing facility that were originally
envisioned to expand capacity from 3Mtpa to 3.8Mtpa in the PFS are now expected
to increase production levels up to 5Mtpa with some minor additional capital
expenditure. Capital costs are expected to be $20-25 million, which will be
detailed in the DFS, due to be published in Q2 2017. Front End Engineering and
Design (FEED) is currently underway and expected to be completed in Q2 2017.
Work on the brownfield modifications is expected to begin during Q2 2017 and
will be complete in H2 2017.

Development plans also include construction of mining and
crushing infrastructure at Esaase and a 27km overland conveyor belt to transport
the ore to the existing processing facility. FEED for the conveyor belt has
commenced and construction is expected to begin in Q2 2017 and take 21 months to
complete with a capital cost estimate including ancillary infrastructure of $100
- 110 million. The Environmental Permit and Mine Operating Permit for the Esaase
mine and overland conveyor were received from the Ghanaian EPA and the Ghanaian
Minerals Commission respectively in January 2017.

Page | 65

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While the overland conveyor is being constructed and the Esaase
mine is being developed, ore will be sourced from the Nkran pit and surrounding
satellite deposits to fill the additional capacity of the processing plant.
Dynamite Hill is expected to commence ore mining operations during H2 2017 and
in 2018, Akwasiso will also be developed and mined. These two pits will supply
oxide ores to the processing plant. A full mine plan and multi-pit schedule will
be detailed in the Expansion DFS.

In November 2016, following receipt of the Environmental
Invoice (a pre-cursor to receiving the final environmental Permit) from the
relevant Ghanaian regulatory authorities for the Esaase mine and conveyor
development, the Board of Directors approved Project 5M.

Based on the PFS capital cost estimate and mine plan, Project
5M is expected to take approximately 21 months for detailed design and
construction at a total capital cost of approximately US$120  135 million.
Production of 270,000 ounces  300,000 ounces per annum is targeted to commence
in 2018. The increase in production by approximately 45% is expected to improve
the overall unit operating costs as the fixed cost of operations is spread over
a larger production base and the oxide ores from the satellite deposits are
treated at incremental operating costs. The operating and capital cost estimates
are currently being updated as part of the DFS, which is now due in Q2 2017.

Based on the current gold price environment, the Company is
forecasting that it will be able to fund construction of Project 5M from cash
resources and the cash flow from the existing operations.

Overview of Project 10M

The second stage of the Expansion project, Project 10M, will
double the processing capacity of the AGM to 10Mtpa with the construction of an
additional 5Mtpa CIL processing plant. Production is expected to be
approximately 450,000 ounces per annum from 2020.

The scope change from a flotation plant in the PFS to a CIL
plant has been driven by the reduction in operating costs, based on the actual
operating performance of the existing processing plant, as well as positive
metallurgical test work conducted during 2016. Furthermore, replicating the
current CIL flowsheet delivers additional synergies, including:

| |  | The workforce, experience and skills in Ghana are
      predominantly CIL based;                                                         
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                          
| |  | Frequent power fluctuations and trips will cause
      instability in a flotation plant;                                                 
| |   |                                                                                                                                          
| |  | Building an identical plant (except mills) offers
      potential savings on engineering design and capital costs risks (as
      built);
| |   |                                                                                                                                          
| |  | Replicating the current flowsheet will result in
      simplified operations;                                                            
| |   |                                                                                                                                          
| |  | Using the same reagents as the existing processing plant
      reduces holding costs and offers opportunities for savings; and           
| |   |                                                                                                                                          
| |  | Reduction in insurance and operating spares holdings.                                                                                    

Mining operations at Esaase will be increased to 7Mtpa of ore,
with the balance of 3Mtpa being supplied from Nkran and the surrounding
satellite deposits.

The capital cost is expected to be approximately US$210-220
million and development of Project 10M is being staggered to enable the capital
cost to be funded from cash flow from operations. The current approach to phased
development brings flexibility to the project execution timeline should market
or financing conditions improve, thereby allowing the accelerated development of
Project 10M.

Page | 66

---

Based on the current gold price environment, the Company is
forecasting that it should be able to fund construction of Project 5M from the
cash flow from the existing operations.

Mining Operations

Mining

The Project is based on an open pit contractor mining operation
and, what was originally a 3 Mtpa processing plant using conventional CIL
technology. The primary source of feed material for the CIL plant is the Nkran
pit, with satellite pits at Adubiaso, Abore, Dynamite Hill, Asuadai and possibly
Akwasiso providing additional feed.

A detailed LoM plan was developed for Phase 1 using the CJM
technical report as of September 30, 2014 filed on SEDAR October 24, 2014
comprising 3.54 Moz of gold in the Measured and Indicated category with an
average grade of 2.2 g/t gold at a 0.8 g/t gold cut-off.

All Phase 1 deposits are mined utilising conventional truck and
shovel method. Ore and waste are drilled and blasted, then loaded and hauled to
either the Nkran ROM pad, direct tip into the crushing facility at Nkran, placed
on pit rim stockpiles for the remote deposits, or placed on waste rock storage
facility with 90 tonne haul trucks. A single fleet of mining equipment will be
shared between all deposits. The project is to be mined utilising modern
technology with proven success, with no requirement for untried or untested
technology. For the pits Adubiaso, Abore, Dynamite Hill and Asuadai, a fleet of
road trucks will be utilised to haul ore from the respective pit rim stockpiles
to the central processing facility at Nkran. This assisted in keeping the
pre-stripping volumes low and delivering higher mill feed grades early in the
project life.

Approximately one year of waste stripping was required to
expose sufficient ore to maintain a constant ore feed rate of 3 Mtpa once the
mill has been commissioned. During the first year of commercial production, ore
that was mined was stockpiled. Once the processing facility was constructed the
stockpiled ore was utilized as commissioning material.

Nkran commenced commercial production first on April 1, 2016
with mill throughput rates exceeding design by 25%.

Ore mining rates in the quarter averaged 433,353 tonnes per
month (tpm) at an average mining grade of 2.0g/t. Ore mining took place from
the central portion of the pit as well as the newly opened up eastern flank.
The dual ramp system was fully commissioned enabling access from both the
eastern and western sides of the Nkran pit. Focus on waste mining shifted to the
north and western sides in preparation for the next sequence of ore mining in
the centre and east of the pit.

Key Mining Statistics
    Units
    Q3 2016
    Q4 2016Total Tonnes Mined
    000 t
    7,332
    7,231Waste Tonnes Mined
    000 t
    6,003
    5,931Ore Tonnes Mined
    000 t
    1,326
    1,300Strip Ratio
    W:O
    4.5:1
    4.6:1Average Gold Grade Mined
    g/t
    1.9
    2.0


The stockpile movements during the quarter are shown below.

September 30, 2016
    December 31, 2016ROM Stockpile
    Tonnes
    Gold (g/t)
    Gold (oz)
    Tonnes
    Gold (g/t)
    Gold (oz)High grade
    8,482
    3.20
    872
    44,366
    3.16
    4,507Medium grade
    138,824
    1.77
    7,920
    222,273
    1.96
    13,981Low grade
    975,687
    1.09
    34,051
    1,255,632
    1.19
    48,181Total ROM
    1,122,993
    1.19
    42,843
    1,522,271
    1.36
    66,669


Page | 67

---

In addition to these stockpiles, there is a marginal ore stockp
pile for processing at the end of the mine life that consists of 465,343 tonnes
at 0.79g/t (11,819 ounces of gold).

In a news release issued February 6, 2017 the Company announced
the permitting process for the first phase of the expansion had been completed.
The Ghanaian Environmental Protection Agency (EPA) had issued its
environmental permit for mining operations at Esaase and the overland conveyor
to the AGM processing facility. This critical step was achieved following the
EPAs approval of the Environmental Impact Statement. The Minerals Commission
had also issued the mine operating permit for the Esaase pits.

Processing and Recovery Operations

Process Plant Design

The Asanko Phase 1 processing plant design is based on a ty
ypical single stage crushing, SAG and SABC followed by a CIL plant, to treat 3
million tonnes per annum of material sources from the Obotan pits. The flow
sheet includes a single stage jaw crusher that can either feed onto a live
stockpile or directly into an open circuit SAG, (complete with pebble crusher)
an nd ball milling unit in closed circuit with classification cyclones. A
gravity recovery circuit will be utilised to treat a portion of the cyclone
underflow stream to recover coarse free gold from the recirculating load.

The milled product, (cyclone overflow) will gravitate to a
pre-leach thickener, via a trash removal screen. Thickener underflow will be
pumped directly to a pre-oxidation stage followed by a seven stage CIL plant.
Leached gold will adsorb onto activated carbon, which flows counter-currently to
the gold bearing slurry. Loaded carbon will be directed to the elution circuit
while tailings will gravitate to cyanide destruction. Cyanide in the CIL
tailings will be detoxified using a three phase hybrid cyanide destruction
process. Weak Acid Dissociable cyanide (WAD) concentration will be reduced in
a single tank by means of Sodium Meta Bi Sulphite (SMBS) and air. The
SO2/ Air process will be used for cyanide destruction.

The detoxified tailings are then pumped to the Tailings Storage
Facility (TSF). Adsorbed gold will be eluted from the activated carbon by
means of a heated solution of sodium cyanide and caustic soda via the split
Anglo American Research Laboratories (AARL) procedure. Barren carbon from the
batch elution process will be directed to carbon regeneration while pregnant
leach solution will be routed to electrowinning. After washing the gold sludge
from the electrowinning cathodes, the sludge will be decanted and treated in a
drying oven after which it will be mixed with fluxes and loaded into an
induction smelting furnace. After smelting the gold bullion bars will be
cleaned, labelled, assayed and prepared for shipping.

The plant will further incorporate water treatment, reagent
preparation, oxygen generation and supply, compressed air and water services.

Figure 5.3: Asanko Phase 1 Process Flow Sheet  3 Mtpa CIL
Plant



Page | 68

---

Phase 2 of the Asanko Gold Mine Project includes the addition
of a 5 Mtpa flotation plant consisting of a ROM handling and two stage crushing
circuit located at the Esaase mining site, followed by an overland conveying
circuit to transport the crushed material to the Obotan processing site where
the gravity recovery, milling, flotation, concentrate regrind and CIL circuits
will be located. Provision is made for intermediate stockpiling and interlinking
conveyors between the AGM Phase 1 whole ore leach circuit and the AGM Phase 2
flotation circuit expansion to allow for optimisation of the different ore types
to be fed to either of the two processing facilities, in order to optimise
recoveries and processing plant operating costs for the different ore types.

In addition to the above, the Asanko Phase 1 circuit will be
operated at a maximum of 3.8 Mtpa by processing additional oxide material. The
whole ore leach circuit design will further remain as described above with
additional leaching capacity.

The AGM Phase 2 flotation plant design makes provision for a
ROM handling and two-stage crushing circuit located at the Esaase pits, from
where the crushed material will be conveyed overland to the AGM Phase 1
processing site.

The crushed oxide material will feed onto an intermediate
stockpile from where the material can either be fed to the CIL plant milling
circuit or to the flotation plant milling circuit. The crushed fresh material
will feed directly to a live stockpile from where it is fed to the flotation
plant ball milling circuit. Provision is made for a secondary crushing stage of
the Obotan fresh material from the CIL plant live stockpile, after which the
material will be of a suitable size fraction to be fed to the flotation plant
fresh ore stockpile prior to feeding to the flotation plant ball milling
circuit. This ore handling arrangement makes it possible to feed oxide material
from the Esaase pits to the CIL circuit and to feed fresh material from the
Obotan pits to the flotation circuit.

The flotation plant ball milling circuit operates in
closed-circuit with a classification cyclone cluster. A gravity recovery circuit
will be utilised to treat a portion of the cyclone underflow stream to recover
coarse free gold from the recirculating load.

The milled product (cyclone overflow) will gravitate to the
flotation circuit. The flotation circuit consists of 7 rougher flotation cells
in series. The concentrate produced by the flotation circuit gravitates to a
collection tank from where it is pumped to the pre-leach thickener. The
pre-leach thickener underflow product will be pumped to the secondary gravity
recovery circuit to recover any coarse free gold prior to regrinding. The
secondary gravity circuit tailings stream is pumped to the concentrate
regrinding circuit, where the concentrate is milled using a stirred media mill.
The regrind concentrate product is then pumped to the concentrate CIL circuit,
consisting of a seven stage CIL plant. Leached gold will adsorb onto activated
carbon, which flows counter-currently to the gold-bearing slurry. Loaded carbon
will be directed to the elution circuit while tailings will gravitate to cyanide
destruction. Cyanide in the concentrate CIL tailings will be detoxified using a
three phase hybrid cyanide destruction process. WAD  concentration
will be reduced in a single tank by means of SMBS and air. The SO2
/ Air process will be used for cyanide destruction.

The detoxified concentrate tailings are then pumped, together
with the flotation circuit tailings, to a common 8 million tonne per annum
tailings storage facility (shared with AGM Phase 1 circuit).

Adsorbed gold will be eluted from the activated carbon by means
of a heated solution of sodium cyanide and caustic soda via the split AARL
procedure. Barren carbon from the batch elution process will be directed to
carbon regeneration while pregnant leach solution will be routed to
electrowinning. After washing the gold sludge from the electrowinning cathodes,
the sludge will be decanted and treated in a drying oven after which it will be
mixed with fluxes and loaded into an induction smelting furnace. After smelting
the gold bullion bars will be cleaned, labelled, assayed and prepared for
shipping.

The plant further incorporates water treatment, reagent
preparation, oxygen generation and supply, compressed air and water services.
Services are shared with the Asanko Phase 1 processing plant as far as possible.

Page | 69

---

Figure 5.4: Asanko Phase 2 Process Flow Sheet  3.8 Mtpa CIL
Plant and 5 Mtpa Flotation Plant



Gold Recovery

Based on the metallurical testwork as well
as operationalexperience for previously mined deposits overall,
gold recoveries for the conventional gravity/CIL
flow sheet are shown in Table 5-4 below. Esaase
recovery is based on gravity/flotation/CIL
processing.

Table 5-4: Predicted Gold Recovery

Composite
    Phase 1 Obotan
      Definitive Project Plan (DPP)
    Phase 2 Obotan and Esaase
      CombinedOre sourced from ObotanOxide
    94.8%
    90.7%Transitional
    95.1%
    91.1%Fresh
    93.8%
    93.0%Ore sourced from EsaaseOxide
    -
    89.8%Transitional
    -
    87.0%Fresh
    -
    92.4%LoM Blend Recovery
    93.9%
    91.7%LoM Blend Discounted Recovery
    92.6%
    90.9%


[REST OF THE PAGE INTENTIONALLY LEFT BLANK]



Page | 70

---

ProductionSchedule

The production schedule developed for the Project is included
in Table 5-5. The Phase 2 PFS is expected to develop an integrated production
schedule for all deposits of the AGM, including Esaase, if feasible.

Table 5-5:ProductionSchedule

2016
    2017
    2018
    2019
    2020
    2021
    2022
    2023
    2024
    2025
    2026
    2027
    2028LOM
    Y1
    Y2
    Y3
    Y4
    Y5
    Y6
    Y7
    Y8
    Y9
    Y10
    Y11
    Y12
    Y13CIL Circuit FeedEsaase Laterite/Oxide
    (000t)
    14 309
    
    1 387
    2 348
    2 720
    2 880
    3 040
    712
    204
    198
    423
    398Esaase Transitional
    (000t)
    4 035
    
    
    
    
    
    
    2 170
    1 342
    356
    167Esaase Fresh
    (000t)Obotan Laterite/Oxide
    (000t)
    1 237
    58
    235
    372
    
    
    
    
    342
    186
    44Obotan Transitional
    (000t)
    1 234
    58
    12
    
    
    
    
    
    308
    693
    162Obotan Fresh
    (000t)
    21 409
    2 884
    1 765
    680
    680
    720
    760
    920
    1 578
    2 041
    2 702
    3 000
    3 000
    679Total Tons to CIL
    (000t)
    42 224
    3 000
    3 400
    3 400
    3 400
    3 600
    3 800
    3 802
    3 774
    3 473
    3 498
    3 398
    3 000
    679CIL Feed Grade
    g/t
    1.76
    2.15
    1.85
    1.68
    1.63
    1.48
    1.4
    1.47
    1.76
    1.8
    1.88
    2.01
    2.15
    2.24Recovery Estimate(Discounted)
    %
    91.10%
    88.10%
    90.90%
    90.10%
    91.00%
    90.00%
    89.50%
    88.50%
    90.70%
    91.50%
    92.10%
    92.60%
    93.10%
    108.40%


[REST OF THE PAGE INTENTIONALLY LEFT BLANK]





Page | 71

---

2016
    2017
    2018
    2019
    2020
    2021
    2022
    2023
    2024
    2025
    2026
    2027
    2028LOM
    Y1
    Y2
    Y3
    Y4
    Y5
    Y6
    Y7
    Y8
    Y9
    Y10
    Y11
    Y12
    Y13Flotation Circuit FeedEsaase Laterite/Oxide
    (000t)
    1 067
    
    
    551
    426
    46
    
    
    
    
    
    
    
    44Esaase Transitional
    (000t)
    2 484
    
    
    218
    1 421
    622
    159
    
    
    
    
    
    
    63Esaase Fresh
    (000t)
    35 812
    
    
    2
    816
    3 212
    1 749
    4 952
    4 945
    4 043
    4 164
    4 910
    5 000
    2 018Obotan Laterite/Oxide
    (000t)
    0Obotan Transitional
    (000t)
    926
    
    
    695
    188
    
    
    
    
    
    
    
    
    43Obotan Fresh
    (000t)
    11 699
    
    
    3 283
    1 974
    1 120
    3 092
    48
    55
    957
    836
    90
    
    244Total Tons to Flotation
    (000t)
    51 988
    
    
    4 750
    4 825
    5 000
    5 000
    5 000
    5 000
    5 000
    5 000
    5 000
    5 000
    2 413Flotation Feed Grade
    g/t
    1.66
    
    
    2.17
    2.13
    1.82
    1.98
    1.29
    1.53
    1.41
    1.37
    1.26
    1.37
    2.26Recovery Estimate (Discounted)
    %
    90.60%
    
    
    89.10%
    90.60%
    89.60%
    92.20%
    91.30%
    92.30%
    88.50%
    88.30%
    91.10%
    91.70%
    93.30%Combined AGM Phase 2
      Production
    (000t
      )
    94 212
    3 000
    3 400
    8 150
    8 225
    8 600
    8 800
    8 802
    8 774
    8 473
    8 498
    8 398
    8 000
    3 092Combined Feed Grade
    g/t
    1.71
    2.15
    1.85
    1.97
    1.92
    1.68
    1.73
    1.37
    1.63
    1.57
    1.58
    1.56
    1.66
    2.26Recovery Estimate
      (Discounted)
    %
    90.90%
    88.10%
    90.90%
    89.50%
    90.70%
    89.80%
    91.20%
    90.00%
    91.60%
    89.90%
    90.10%
    91.90%
    92.40%
    96.60%


Note:

(1)        Recovery in
first and last year adjusted for inventory lock-up.

[REST OF THE PAGE INTENTIONALLY LEFT BLANK]







Page | 72

---

Processing

The processing plant operated at an annualized rate of 3.6
million tonnes per annum (Mtpa) (20% above design) during the quarter
following the crushing circuit upgrades in late Q3 2016. In addition,
metallurgical recoveries continue to exceed expectations at 94%. With the
benefit of six months of steady-state operations data, the Company expects these
recoveries to continue into the foreseeable future. As a result, gold production
for the Q4 2016 quarter averaged 19,000 ounces per month, which is well above
the original feasibility parameters.

Key Production Statistics
    Units
    Q3 2016
    Q4 2016Ore Treated
    000 t
    852
    901Gold Feed Grade
    g/t
    2.1
    2.1Gold Recovery
    %
    94
    94Gold Produced
    oz
    53,986
    57,178


Qualified Person Statements

Phil Bentley, Asanko Executive: Geology and Resources
(Pr.Sci.Nat.) is the Qualified Person under NI 43-101 guidelines who assumes
technical responsibility for Mineral Resource contents of the January 11, 2017
news release, and Frederik Fourie, Asanko Senior Mine Engineer (Pr.Eng.) is the
Qualified Person under NI 43-101 who assumes responsibility for the Mineral
Reserve contents of the same news release.

Tailings Storage Facility (TSF)

The TSF will consist of a multi-zoned downstream perimeter
embankment, comprising a total footprint area (including the basin area) of
approximately 86 ha for the Stage 1 TSF increasing to 309 ha for the final TSF.
The TSF is designed to store total 33 Mt for Phase 1 with further raises
required during Phase 2 expansion. Tailings will be discharged into the TSF by
sub-aerial deposition methods, using a combination of spigots at regularly
spaced intervals from the embankment.

The design incorporates an upstream toe-drain and basin
under-drainage system in low lying basin areas to improve performance of the
TSF. The under-drainage system comprises a network of collector and finger
drains. The toe-drain and under-drainage system drain by gravity to a collection
sump located at the lowest point in the TSF.

Supernatant water will be removed from the TSF via submersible
pumps located on a floating barge located within the supernatant pond throughout
operation. Solution recovered from the decant system will be pumped back to the
plant for re-use in the process circuits.

A downstream seepage collection system will be installed within
and downstream of the TSF embankment, to allow monitoring and collection of
seepage from the TSF in the collection sump located downstream of the final TSF.

Monitoring bores are being installed around the TSF, to
constantly monitor water quality of the samples withdrawn from them. This will
allow any seepage, or contamination to be detected, and will trigger the
mitigation measures to be outlined in the TSF Management Plan.

The TSF embankment will be constructed in stages to suit
storage requirements and the availability of suitable mine waste. It is
envisaged that the upstream portions of the embankment will be raised annually
by an earthworks contractor with the bulk embankment fill being placed as part
of the mining operations on an ongoing basis.

Page | 73

---

The TSF design utilises a beach angle that has been verified by
laboratory testing, and the overall design is regarded as conservative, with no
unique, or unusual design parameters, or methodologies utilised in the design.
The use of downstream raise construction methods promote embankment stability,
which has been demonstrated by the high factors of safety obtained for the
stability assessment.

Infrastructure, Permitting and Compliance
Activities

Environmental and Social

The Company completed a Scoping Report and the Environmental
and Social Impact Assessment (ESIA) of the Project and developed the
Environmental and Social Impact Statement (ESIS) which was submitted to the EPA
and subsequently approved.

Detailed baseline studies were completed and this provided the
required level of information for development of the ESIA.

Air quality, noise, surface water hydrology, groundwater
hydrogeology, water quality, soil, fauna and flora baseline studies were
completed and reports generated. Traffic, socio-economic and medical surveys
were likewise completed.

The Company also completed an ESIA and ESIA for Esaase that has
been submitted to the EPA for final approvals, which are still pending. The
Environmental and Social studies will be expanded to include the integration of
Phase 1 and Phase 2 during the development of the Phase 2 DFS.

On November 7, 2016 the Company announced in a news release
that it had recently received the Environmental Invoice for mining and conveyor
operations at Esaase, such invoice being a precursor to the receipt of the
Environmental Permit. The Company also announced that the board had consequently
approved an early works program for Project 5M (previously described as Phase
2A) expansion.

In a news release issued February 6, 2017 the Company announced
the permitting process for the first phase of the expansion had been completed.
The Ghanaian Environmental Protection Agency (EPA) had issued its
environmental permit for mining operations at Esaase and the overland conveyor
to the AGM processing facility. This critical step was achieved following the
EPAs approval of the Environmental Impact Statement. The Minerals Commission
had also issued the mine operating permit for the Esaase pits.

Health and Safety Report

In a news release issued January 11, 2017, the Company
announced there were no lost time injuries (LTI) during Q4 2016, with only one
LTI occurring in the last 12 months on March 8, 2016. Since then, there have
been 3,732,222 LTI free man-hours worked. The 12-month rolling lost time injury
frequency rate (LTIFR) per million man hours worked is 0.20.

Survey and Baseline Study Results

Results from the various surveys and baseline studies across
all of the areas of the AGM have indicated:

| |  | dust levels will increase, requiring monitoring and
      mitigation by spraying roads and other dust generation surfaces;                                                                                                                                                                                                                                     
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                
| |  | noise levels close to the Project site will increase, a
      noise monitoring regime has been established to assess the exposure of
      employees and the local population to noise generated from the Project
      activities and, if necessary, to take corrective action promptly by
      intensifying, or changing the mix of the mitigation measures;

Page | 74

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| |  | metal contamination in the environment has been assessed,
      and the results indicate no long-term effects from previous mining
      activities. Closure of the site and prevention of access to some areas
      will be carried out so as to minimise any potential impacts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | cyanide in the environment will be mitigated by
      detoxification prior to release to the TSF, all waters arising from the
      TSF will be returned to the plant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | there is no evidence of acid formation from the wastes
      generated during the previous operation, and therefore it is reasonable to
      conclude that the project wastes are unlikely to have an effect on the
      surrounding areas soil;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | effects on local suspended solids and turbidity will be
      mitigated by the use of suitable sedimentation structures together with an
      effective monitoring program to assess efficiency of those measures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | significant local contamination of water with coliform
      exists. Adequate ablution facilities will be constructed for the project
      with all sewage treated before discharge. This discharge will also be
      monitored to ensure that coliform water discharge levels are met;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | the current phosphate concentrations in the Nkran and
      Adubiaso Pits are higher than the EPA guideline for phosphate. These pits
      will be dewatered and the phosphate levels downstream of the Project may
      be elevated for a limited period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | damage from drilling and blasting activities will be
      limited by carefully developed drilling and blasting designs together with
      blasting practices (evacuation and guarding) that will be deployed to
      minimise damage and eliminate safety risks;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | effects on flora and fauna will be negligible, the
      results of the baseline fauna and flora study indicate the project area is
      presently degraded and lacks the characteristic feature of the original
      vegetation of the areas, following years of intense farming and mining
      operations. Because of the extensive habitat alteration, the associated
      fauna and flora species are mainly common and widespread habitat
      generalists that are able to tolerate the current level of disturbances.
      The separate aquatic flora assessment does not identify any species or
      areas that require specific attention, or actions. The areas affected by
      mining and processing are only 8% of the total licence areas, and the vast
      majority of the areas (waste dumps and TSF) will be rehabilitated to
      current levels, or better;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | similarly the soil in the area has been degraded by
      previous activities, waste from the plant will be sequestered and
      rehabilitated to ensure that it does not further contribute to the soil
      contamination;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | heritage sites have been identified and will be
      protected;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | farmers will be recompensed if their land is to be
      affected by the operation, and after rehabilitation the land will be
      returned to the landowners; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | the effect of the Project on the galamsey activities will
      be minimal, limited to the need for the galamsey to vacate the areas
      required for pits, waste dumps, roads and the TSF.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Trade will be positively affected, and it is likely that local
trade will flourish due to the increased income levels in the area and
accompanying increase in discretionary spending.

The survey and baseline studies for the Phase 2 conveyor route
were completed during the Phase 2 DFS.

Approvals and Community and Government Consultation

Adansi held a public forum as part of the environmental
permitting for Phase 1 in July 2012. This was preceded with consultation with
several stakeholder groups across the project area and consequently obtained the
EPA environmental permit for the Project. KRGL held a public forum for Esaase in
November 2013 and applied for its environmental permit in early 2014. The
permitting process was put on hold following the merging of the two projects
into the Asanko Gold Mine in early 2014.

Page | 75

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The Company engages with stakeholder groups and committees as
platforms through which to provide project updates; address concerns and discuss
matters of mutual interest. The Company also engages with local government and
village leaders, including:

| |  | Amansie West District Assembly;                        
| | - | -------------------------------------------------------
| |   |                                                        
| |  | Ministry of Food and Agriculture;                      
| |   |                                                        
| |  | Ghana Health Service;                                  
| |   |                                                        
| |  | Land Valuation Board;                                  
| |   |                                                        
| |  | Ghana Environmental Protection Agency;                 
| |   |                                                        
| |  | Forestry Commission;                                   
| |   |                                                        
| |  | Minerals Commission;                                   
| |   |                                                        
| |  | Inspectorate Division of Minerals Commission;
      and
| |   |                                                        
| |  | Water Resources Commission.                            

In a news release issued on November 7, 2016 the Company
announced that it had recently received the Environmental Invoice for mining and
conveyor operations at Esaase, such invoice being a precursor to the receipt of
the Environmental Permit. The Company also announced that the board had
consequently approved an early works program for the Project 5M (previously
described as Phase 2A) expansion.

In a news release issued February 6, 2017 the Company announced
the permitting process for the first phase of the expansion had been completed.
The Ghanaian Environmental Protection Agency (EPA) had issued its
environmental permit for mining operations at Esaase and the overland conveyor
to the AGM processing facility. This critical step was achieved following the
EPAs approval of the Environmental Impact Statement. The Minerals Commission
had also issued the mine operating permit for the Esaase pits.

Capital and Operating Costs

Operating Costs

The LoM cash operating cost of the AGM is estimated at $670/oz.
See Table 5.6. All-In-Sustaining Costs (ASIC) per World Gold Council guidance
are $798/oz, which places the AGM in the lowest quartile of industry costs.

Operating costs were developed in conjunction with the project
design criteria, process flow sheet, mass and water balance, mechanical and
electrical equipment lists, and in-country labour cost data. The cash operating
costs are defined as the direct operating costs including contract mining,
processing, tailings storage, water treatment, general and administrative and
refining costs.

Table 5.6: Cash Operating Costs

Description
    Obotan (Phase 1)
      (US$/oz)
    AGM (Phase 1&2) (US$/oz)Ore Mining
    348
    368Processing
    210
    243General and Administrative
    83
    55Refining
    4
    4


Page | 76

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Description
    Obotan (Phase 1) (US$/oz)
    AGM
      (Phase 1&2) (US$/oz)Cash Costs
    645
    670Royalties
    65
    68Sustaining and Deferred Capex
    19
    23Corporate Overhead
    35
    24Interest on Project Debt
    17
    13All-in Sustaining Cash Costs
    781
    798


Capital Costs

The initial capital cost of the mine, process plant and
associated infrastructure for Phase 1 is estimated at $295 million. The cost is
inclusive of all infrastructure and indirect costs required for the Project
including allowances for contingencies and estimating inaccuracies of 8.3% in
aggregate (amounting to $22.75 million). The engineering has been developed to
support a capital cost estimate to a nominal accuracy of -/+10% (see Table 5.7
below). At the time of writing of the technical report, approximately 50% of the
capital works for Phase 1 have been undertaken.

The expansion of the processing plant and infrastructure for
Phase 2 is estimated to require an additional $270 million in capital. The cost
is inclusive of all infrastructure and indirect costs required for the Project
including allowances for contingencies and estimating inaccuracies of 8.5% in
aggregate (amounting to US$27 million). The engineering has been developed to
support a capital cost estimate to a nominal accuracy of -/+15%.

Table 5.7: Capital Costs

Asanko Gold Mine
    Capital Estimate (US$ million)Process Plant
    85Mining (pre-production costs)
    71Power Infrastructure
    18Buildings, offices and accommodation
    12TSF, WRD, ROM, water supply, civil works
    23CSR, Owners Team, G&A
    47Indirect including EPCM
    16Sub Total Phase 1
    272Contingency and Estimating Inaccuracies
    23Total Phase 1
    295Process plant expansion
    83Crushing and conveying infrastructure
    92Other infrastructure
    30Indirect including EPCM
    38Subtotal Phase 2
    243Contingency and Estimating Inaccuracies
    27Total Phase 2
    270Grand Total Phase 1 and Phase 2
    565


Economic Analysis

A cash flow based financial evaluation has been undertaken
based on a gold price of $1,300/oz., the summary of which is presented in Table
5.8 and Table 5.9. The analysis has been prepared by Cresco based on inputs from other parties, namely DRA and Asanko Gold.
All economics are shown after tax and appropriate royalties payable and on a
100% basis. Corporate tax in Ghana is 35%.

Page | 77

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Table 5-8: Summary of Financial Outcomes

Key Project PhysicalsOre Mined
    Mt
    94.2Average Grade
    g/t
    1.71Gold Sold
    Moz
    4.69Mine Life
    Yrs
    12.5


Table 5-9 - Summary of Key Project Financials after Tax and
Royalties on a 100% Basis

Key Project Financials
    Base CaseGold Price
    US$/oz.
    1 300NPV (5%)
    US$M
    770IRR
    %
    27Payback
    Years
    3.1


A range of Project sensitivities have been evaluated to assess
their impact on the base case numbers included in the financial model. The
significant financial sensitivities identified were discount rate and gold price
shown in Table 5.10.

Table 5.10 Gold Price Sensitivity  NPV and IRR

Discount RatePrice US$
      Gold/oz
    3%
    5%
    6%
    7%
    8%
    IRR1,100
    497
    378
    328
    282
    241
    17.3%1,200
    725
    574
    510
    452
    399
    22.6%1,300
    952
    770
    692
    621
    557
    27.3%1,400
    1,180
    965
    873
    790
    714
    31.7%1,500
    1,407
    1,160
    1,054
    958
    871
    35.9%1,600
    1,634
    1,355
    1,235
    1.127
    1,029
    39.9%


The project is less sensitive to changes in capital and
operating expenditure than to the gold price.

Gold Offtake and Sale Agreement

In October 2013 (as amended in July 2014), the Company entered
into an offtake agreement with Red Kite in connection with the Debt Facility,
pursuant to which Red Kite is entitled to purchase at market, 100% of the future
gold production from the AGM to a maximum of 2.22 million ounces. Red Kite is to
pay for 100% of the value of the gold ten business days after shipment. A
provisional payment of 90% of the estimated value will be made one business day
after delivery. The gold sale price will be a spot price selected during a nine
day quotational period following shipment. The Company can terminate the offtake
agreement prior to satisfaction of the conditions precedent for the Project
Facility by repaying all amounts outstanding under the Debt Facilities, subject
to the payment of a termination fee in an amount dependent upon the total funds
drawn under the Debt Facilities as well as the amount of gold delivered under
the offtake agreement at the time of termination.

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Exploration, Development and Production

Phase 1 was approved by the Companys Board of Directors in
July 2014 and DRA was awarded an EPCM contract immediately following approval.
Contractor mobilization to site occurred in August 2014 and Phase 1 development
activity currently underway includes:

| |  | plant terrace completed;                                                                                                               
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                        
| |  | 161 kV line started in December 2014 to be
      completed in September 2015;                                                          
| |   |                                                                                                                                        
| |  | tailings dam construction started in October
      2014;                                                                               
| |   |                                                                                                                                        
| |  | the contractors camp completed;                                                                                                       
| |   |                                                                                                                                        
| |  | pit dewatering start December 2014 and is
      expected to continue for 10 months;                                                    
| |   |                                                                                                                                        
| |  | the mining contractor mobilized to site in
      December 2014 and is currently clearing the pre-strip area around the
      Nkran pit;
| |   |                                                                                                                                        
| |  | SMP construction started January 2015;                                                                                                 
| |   |                                                                                                                                        
| |  | Nkran pre-strip mining and ROM pad started;                                                                                            
| |   |                                                                                                                                        
| |  | electrical and Instrumentation installation
      contractor site established May 2015; and                                            
| |   |                                                                                                                                        
| |  | piping installation contractor site established
      May 2015.                                                                        

The major project milestones are as follows:

| |  | Commissioning start  February 2016.                                                                                                                                                                                                                                                                                                                                                             
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Steady state production of 190,000 oz Au per year average
       Q3 2016.                                                                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | For the integration of Esaase, the Company conducted a
      DFS which was submitted by Q3 2016. Pending a positive outcome, meeting
      permitting requirements, and an investment decision by the Companys Board
      of Directors, construction on the Phase 2 expansion could begin in Q3 2016
      with steady state operation of over 400,000 oz Au per year of gold by Q1
      2018.

Pursuant to Board approval in Q4 2016 of the Project 5M
expansion noted above FEED has commenced and is on track for completion in Q2
2017. The plant upgrades are expected to be completed by Q4 2017. Construction
of the conveyor is expected to begin in Q2 2017 and be completed in Q4 2018.
Pre-stripping and mine infrastructure development at Esaase is expected to start
in Q2 2018.

Independent Review of Global Mineral Resource Inventory -
2017

In a news release issued February 6, 2017 the Company announced
that a globally recognized independent mining industry consultancy, CSA Global,
has been engaged as an independent party to review the global Mineral Resource
inventory using information from the outcomes of a Resource Reconciliation
Study, which has been informed by over 4Mt of ore mining and nine months of
steady-state operations. Despite individual variances on a pit-by-pit basis, no
material change to the global AGM Mineral Reserves is expected. In line with
best practice, the AGM resources are being updated from previously unconstrained
Mineral Resources to now include the effects of constraining parameters. The
constraining parameters being used are an economic cut-off grade of 0.5g/t gold
within a US$2,000 per ounce gold pit shell. Relevant material disclosure via an
updated NI 43-101 Technical Report for the AGM is expected to be published in Q2
2017.

Page | 79

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The Asumura Property

The Asumura Property is without known reserves and the work
being done by Asanko is exploratory in nature. Asankos interest in this
property stemmed from earlier exploration work, as described below, that was
done in the area. The Asumura Property is not material to Asanko.

Location

The Asumura Property is located in the southwestern part of
Ghana and is divided into two parts by the Bia River. The western part of the
property is within the Western Region of Ghana in the Juabeso Bia District and
the eastern part is in the Brong Ahafo Region of Ghana.

Accessibility, Climate, Infrastructure and Physiography

The Asumura Property is accessible from the town of Kumasi by
road, the majority of which is asphalt. The last 22 miles is a laterite road.
Laterite is a surface formation, found mostly in tropical areas, which is
enriched in iron and aluminum. Within the property, there is a good network of
laterite roads and foot trails, which provide access for the exploration crews.

Annual rainfall is between 58 inches and 78 inches and
temperatures vary between 72 degrees and 97 degrees Fahrenheit with an average
of about 84 degrees Fahrenheit. A major rainy season occurs from April to July
followed by a minor one from September to October.

The closest town, Goaso, is about 24 miles away. It contains
hotels, markets and restaurants, hospitals and medical clinics, a cell phone
tower, a network of land phones connected to the Ghana Telephone system via
radio, and an internet café with satellite dish.

The Asumura Property is sparsely populated.

History

The Asumura Property was once licensed by Anglo American Plc.,
an unrelated public company. Asanko is unaware of any surface exploration that
Anglo American carried out in the area. There are no recorded mineral resources,
reserves, or production from this property. When Asanko entered into the option
agreement with GTE Ventures Limited (GTE), there were no known exploration
samples of any kind taken from the property. Zaknet, Inc., a private Ghanaian
company unrelated to Asanko, acquired a reconnaissance concession from the
Ghanaian government in 2003. They quit-claimed the property to GTE in 2004 and
Asanko entered into an option agreement with GTE in 2005.

Geological Setting

The Asumura Property is located on the Ahafo structure, a major
fault bounding structure on the NW edge of the Sefwi-Bibiani Greenstone Belt, a
well-defined aeromagnetic feature along which many gold occurrences occur.
Volcanic and granitic rocks dominate the belts, while basin sedimentary rocks
occur outboard to the belt. Approximately 15 kms of this tectonic-depositional
boundary is contained within the Asumura Concession. Parallel faults that divide
sedimentary and metaclastic rocks of the basin, such as the NW fault are also
gold bearing. The geophysical and gravity maps show that these may be outbound
basinal faults related to the same event which formed the Ahafo fault.

Exploration

The Asumura Property currently consists of two exploration
concessions: Fosukrom and Asumura, which together equal 279.4 sq kms. Asanko
entered into an agreement with GTE which allowed Asanko to acquire 100% of the
private interest in the Asumura Property by performing work expenditures
totaling $1 million, delivering cash payments totaling $100,000 and
delivering shares of Asanko totaling $100,000 in value over a period of three
years. GTE retained a 3.5% NSR, 50% of which may be purchased for $2 million by
Asanko. The Ghanaian government is also entitled to claim a 5% revenue royalty
after the property is converted to a mining license. The Ghanaian government is
also entitled to a 10% free carried interest in the project. During the year
ended March 31, 2008, the Company acquired an option to purchase the remaining
50% of the GTE NSR royalty for an additional $4,000,000.

Page | 80

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The exploration license allows Asanko permission to trench and
drill on the property, providing Asanko obtains a permit from the EPA. Asanko
obtained its permits for 2006 in January 2006 and renewed these permits annually
from 2007 up to 2012.

Asanko initially explored the concession using stream sediment
techniques. After discovering significant stream sediment anomalies, Asanko
conducted reconnaissance soil sampling in the drainages, which showed anomalous
gold in the stream sediments. Asanko subsequently used grid sampling soil
techniques at approximately 100 meter line spacing and 25 meter sample spacing
together with induced polarization (IP) geophysical surveying. The end result
was the discovery of three distinct anomalies in the Twiapasi, Wagyakrom and
Mangoase areas. The Twiapasi and Wagyakrom anomalies are on the southern side of
a large topographic depression that hosts the Bia River and one of its major
tributaries. The Mangoase anomaly is on the north side of the trough and
parallels the east north east trend. The next phase will include further soil
sampling, induced polarization geophysical studies and augur drilling.

Asanko
received approval from the Ghanaian government during the latter part of 2005 to
convert its holdings from reconnaissance to exploration concessions. This
conversion allowed exploration trenching and drilling to proceed after
successful permitting from the EPA in early 2006.

The Company began drilling at the Asumura Property shortly
after receiving the approval from the Ghanaian government. Asanko drilled 124
shallow (30-102 meter) reverse circulation holes and 13 core holes. Asanko
discovered from 10-30 meter widths of 0.5 -1.68 g/t Au mineralization at the
Wagyakrom and Mangoase anomalies.

Subsequent to the initial drilling, Asanko was able to obtain
aeromagnetic geophysical data for the entire property that caused Asanko to
prioritize the existing Mangoase area and to identify a new potential
mineralized structure: the Bia structure, which underlies the previously
described topographic depression transcending the length of the property. This
zone had not been previously explored due to alluvial cover.

In July 2007, the
Company discovered the NW anomaly, which coincides with a large regional north
east trending fault coincident with an aeromagnetic break in the northwestern
portion of the property. The anomaly is over 5.5 km long and varies from 300 -
500 meters wide and is defined very consistently by Au values obtained in the
low lying, deeply lateritic soils. In January of 2008 the company released auger
results of up to 5900 ppb Au from the NW zone, following up on the previously
mentioned soil anomalies.

In March 2008, the company conducted a small reverse
circulation reconnaissance drilling program. An intercept of 14 meters of 14.48
g/t Au was intersected on the NW structure.

In April 2008, Asanko obtained the contiguous Mt. Olives
reconnaissance concession, which tripled the size of the Asumura Property. The
Company completed surface exploration during April and September of 2008
comprising stream sediment and soil sampling on the Mt. Olives reconnaissance
concession along with a continuous program of soil and auger sampling on the
Asumura exploration concessions. During the year ended March 31, 2009, the
Company terminated its option agreement on the Mt. Olives concession.

The fiscal 2010 exploration program consisted of auger sampling
and testing of soil anomalies along the NW, Mangoase, Wagyakrom Spur and Bia
anomalies and a regional gravity survey (conducted by Newmont Mining Corporation under a confidentiality agreement)
in order to obtain a gravity map for the entire concession. These programs
identified drill worthy targets and Asanko designed a drill program and has
since proceeded to drill.

Page | 81

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Mineralization

The area is dominated by the Birimian Supergroup of
metasedimentary and metavolcanic rocks with various granitoid intrusions. Within
the Birimian Supergroup, northeast striking mafic metavolcanic belts are
separated from intervening metasedimentary basins by major faults. The Asumura
Property is situated on the NW edge of the Sefwi-Bibiani Greenstone Belt along a
well-defined zone of gold occurrences. It covers a 6 kilometer segment of
grandiorite-metasediment contact and a 5 kilometer segment of a
metavolcanic-metasediment contact.

Through surface geochemistry and aeromagnetic and EM studies,
three major gold bearing regional structures have been located on the property,
one of which is the belt bounding structure mentioned in the previous paragraph.

Drilling

During the second quarter of the fiscal year ending March 31,
2011, the Company initiated its drill program on the Asumura Gold Property. The
Company spent $1.45 million on Asumura Gold Property for the year ended March
31, 2011.

With the completion of the field program in March 2011,
management focused on reviewing its technical data to determine the next phase
for the project.

There have been no significant exploration expenditures
incurred on the Asumura Property since the completion of the March 2011 field
program. Exploration activities are currently on care and maintenance.

DIVIDENDS AND DISTRIBUTIONS

Asanko has no fixed dividend policy and has not declared any
dividends on its Common Shares since its incorporation. Asanko currently expects
to retain any potential future earnings to finance growth and expand its
operations and does not anticipate paying any dividends on its Common Shares in
the foreseeable future. Subject to the Business Corporations Act (British
Columbia) (the BCBCA), the actual timing, payment and amount of any dividends
declared and paid by the Company will be determined by and at the sole
discretion of Asankos board of directors from time to time based upon, among
other factors, the Companys cash flow, results of operations and financial
condition, the need for funds to finance ongoing operations and exploration, and
such other considerations as the board of directors in its discretion may
consider or deem relevant.

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

Asankos authorized capital consists of an unlimited number of
Common Shares without par value. At December 31, 2016, there were 201,829,207
Common Shares issued and outstanding. As at March 15, 2017, there were
203,278,707 shares issued and outstanding.

Each Common Share entitles the holder to one vote at all
meetings of the Companys shareholders. The holders of the Companys Common
Shares are entitled to receive during each year, as and when declared by the Board of Directors, dividends payable in money, property
or by the issue of fully-paid Common Shares of Asanko. If the Company is
dissolved, wound-up, whether voluntary or involuntary, or there is a
distribution of Asankos assets among shareholders for the purpose of winding-up
its affairs, the holders of the Companys Common Shares are entitled to receive
Asankos remaining property.

Page | 82

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Constraints

There are no constraints imposed on the ownership of the Common
Shares by corporate law. There are certain Government review requirements
regarding foreign investment in Canadian companies which are not expected to be
relevant to Asanko shareholders.

MARKET FOR SECURITIES

Trading Price and Volume

The Companys common shares trade on the TSX and NYSE MKT under
the symbol AKG.

The following table sets out the low and high sale prices and
the aggregate volume of trading of the Companys Common Shares on the TSX for
the months indicated (Canadian Dollars) and NYSE MKT for the months indicated
(US Dollars).

|               |  | TSX Price Range |  |         
|-------------- |  | --------------- |  | --------
|Month          |  | High (C$)       |  | Low (C$)
|January 2016   |  | 2.37            |  | 1.85    
|February 2016  |  | 2.95            |  | 1.93    
|March 2016     |  | 3.26            |  | 2.55    
|April 2016     |  | 4.16            |  | 2.72    
|May 2016       |  | 4.72            |  | 3.92    
|June 2016      |  | 5.82            |  | 4.26    
|July 2016      |  | 5.89            |  | 4.77    
|August 2016    |  | 5.97            |  | 4.79    
|September 2016 |  | 6.09            |  | 4.87    
|October 2016   |  | 5.58            |  | 4.37    
|November 2016  |  | 5.47            |  | 4.11    
|December 2016  |  | 4.77            |  | 3.43    
|January 2017   |  | 5.07            |  | 4.09    
|February 2017  |  | 5.02            |  | 3.48    

|              |  | NYSE MKT Price Range |  |          
|------------- |  | -------------------- |  | ---------
|Month         |  | High (US$)           |  | Low (US$)
|February 2016 |  | 2.14                 |  | 1.35     
|March 2016    |  | 2.52                 |  | 1.95     
|April 2016    |  | 3.32                 |  | 2.17     
|May 2016      |  | 3.73                 |  | 3.03     
|June 2016     |  | 4.53                 |  | 3.24     
|July 2016     |  | 4.52                 |  | 3.60     
|August 2016   |  | 4.65                 |  | 3.64     

Page | 83

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|               |  | TSX Price Range |  |         
|-------------- |  | --------------- |  | --------
|Month          |  | High (C$)       |  | Low (C$)
|September 2016 |  | 4.73            |  | 3.68    
|October 2016   |  | 4.25            |  | 3.32    
|November 2016  |  | 4.17            |  | 3.03    
|December 2016  |  | 3.58            |  | 2.64    
|January 2017   |  | 3.90            |  | 3.04    
|February 2017  |  | 3.86            |  | 2.62    

PRIOR SALES

From January 1, 2016 to December 31, 2016 the Company issued
the following securities, which securities are outstanding but not listed or
trading on any marketplace:

Date of
      Issuance
    Type
      of Security
    Exercise
      Price/Price per Share
    Number of SecuritiesJanuary 21, 2016
    Stock Option
    C$1.98
    2,540,000April 1, 2016
    Stock Option
    C$2.84
    205,000May 11, 2016
    Stock Option
    C$4.10
    100,000November 10, 2016
    Stock Option
    C$4.77
    70,000


DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holding

The following table sets out the names, province or state and
country of residence, positions with or offices held with the Company, and
principal occupation for the past five years of each of Asankos directors and
executive officers, as well as the period during which each has been a director
of the Company.

The term of office of each director of Asanko expires at the
annual general meeting of shareholders each year.

Name, Position and Province/State and
      Country of Residence(1)
    Principal
      Occupation During the Past Five Years(1)
    Director or Officer
      Since(2)COLIN STEYN Chairman,Director London, UK
    Businessman involved in managing public companies,
      Director of the Company; past Chief Executive Officer of LionOre Mining
      International, Ltd; past Director of Mantra Resources Ltd; Past
      Non-Executive Chairman of Coalspur Mines Ltd; past Director of Mirabela
      Nickel Limited;
    October 15, 2012


Page | 84

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Name, Position and Province/State and
      Country of Residence(1)
    Principal Occupation During the Past Five Years(1)
    Director or Officer
      Since(2)MARCEL DE GROOT(3)(4)(6)
      Director British Columbia, Canada
    Businessman involved in managing public companies,
      Director of the Company; Director of JDL Gold Corp.; past Chairman and
      Director of Luna Gold Corp.; Past Director of Underworld Resources Inc.,
      Esperanza Resources, Northern Dynasty Minerals Ltd., Premier Royalty.
      Lowell Copper and Anthem United.
    October 1, 2009WILLIAM SMART(4)(6)(7)
      Director London, UK
    Businessman involved in managing public companies,
      Director of the Company; past Director of Mantra Resources Ltd; past
      Director of Coalspur Mines Ltd.
    November 11, 2015GORDON J.
      FRETWELL(3)(4)(6) Director British
      Columbia, Canada
    Lawyer, Director of the Company; Director of Coro Mining
      Corp, Northern Dynasty Minerals Ltd., Curis Resources Ltd., Lignol Energy
      Corp. and Auryn Resources Inc.; Past Director of Benton Resources Corp.
    February 24, 2004MICHAEL PRICE(3)(7)
      Director London, UK
    Businessman involved in managing public companies,
      Director of the Company; Director of Eldorado Gold. Corporation; and past
      Director of Buffalo Coal Corporation
    February 6, 2013PETER BREESE(5)(7) Chief
      Executive Officer, President and Director Gauteng, South Africa
    Businessman involved in managing public companies, Chief
      Executive Officer, President and Director of the Company; past Director of
      Rockridge Capital Corp.; past Chief Executive Officer and Director of
      Mantra Resources Limited; past Director of Coalspur Mines Limited.
    October 15, 2012SHAWN WALLACE Director British
      Columbia, Canada
    Businessman involved in managing public companies,
      Director of the Company; Past Executive Chairman and Chief Executive
      Officer of the Company; Chief Executive Officer, President and Director of
      Auryn Resources Inc.; past Chairman and Director of Cayden Resources Inc.;
      Director of Stratton Resources Inc; and past Director of Full Metal
      Minerals Inc.
    March 3, 2010FAUSTO DI TRAPANI(5)
      Chief Financial Officer and Corporate Secretary British
      Columbia, Canada
    Chief Financial Officer of the Company; joined Asanko in
      2012 as Executive: Finance. Previously Mr. Di Trapani held senior
      financial management roles at Mantra Resources Limited, Norilsk Nickel
      International and BHP Billiton.
    January 11, 2017


|Notes:
|------
|      
|(1)   
|      
|(2)   
|      
|(3)   
|      
|(4)   
|      
|(5)   
|      
|(6)   

As of the date of this AIF, the directors and executive
officers of the Company, as a group, own beneficially, directly or indirectly,
or exercise control or direction over 3,794,746 common shares representing
approximately 1.9% of the issued and outstanding common shares of the Company.

Page | 85

---

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the individuals named above is, as at the date of this
AIF, or has been, within ten (10) years before the date of this AIF a director,
chief executive officer or chief financial officer of any company that:

(a)          was
subject to a cease trade order or similar order or an order that denied the
relevant company access to any exemption under securities legislation that was
in effect for a period of more than 30 consecutive days that was issued while
the proposed director was acting in the capacity as director, chief executive
officer or chief financial officer; or

(b)         was subject to
a cease trade order or similar order or an order that denied the relevant
company access to any exemption under securities legislation that was in effect
for a period of more than 30 consecutive days that was issued after the proposed
director ceased to be a director, chief executive officer or chief financial
officer and which resulted from an event that occurred while that person was
acting in the capacity as director, chief executive officer or chief financial
officer.

Except as disclosed below, none of the individuals named above
is, as at the date of this AIF, or has been, within ten (10) years before the
date of this AIF, a director or executive officer of any company that, while
that person was acting in that capacity or within a year of that person ceasing
to act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets, or has, within ten
(10) years before the date of this AIF, become bankrupt, made a proposal under
any legislation relating to bankruptcy or insolvency, or become subject to or
instituted any proceedings, arrangement or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold the assets of the
proposed director.

Mr. Steyn was a director of Mirabela Nickel Limited
(Mirabela) until January 11, 2014. On February 25, 2014, within a year of Mr.
Steyn ceasing to be a director, Mirabela announced that it had entered into a
legally binding plan support agreement (PSA) which establishes a framework for
a proposed recapitalisation of Mirabela, subject to certain terms and
conditions, as well as the appointment of Messrs. Madden, Rocke and Winterbottom
of KordaMentha as joint and several voluntary administrators. Mirabela also
announced that, under the PSA, the proposed recapitalisation will be effected
through a recapitalisation and restructuring plan to be implemented through a
deed of company arrangement in Australia and an extrajudicial reorganization
proceeding to be filed by Mirabela Brazil before the competent Brazilian court.
Trading in securities of Mirabela on the Australian Securities Exchange has been
suspended since October 9, 2013.

Mr. Price was a non-executive director of Q Resources plc.
until January 2012. In November 2014, Q Resources plc. entered voluntary
liquidation.

In addition, none of the individuals named above has been
subject to:

(a)          
any penalties or sanctions imposed by a court relating to securities legislation
or by a securities regulatory authority or has entered into a settlement
agreement with a securities regulatory authority; or

(b)          any
other penalties or sanctions imposed by a court or regulatory body that would
likely be considered important to a reasonable shareholder in deciding whether
to vote for a nominee as director.

Page | 86

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Conflicts of Interest

Directors and officers of Asanko are also directors, officers
and/or promoters of other reporting and non-reporting issuers, which raises the
possibility of future conflicts in connection with property opportunities which
they may become aware of and have a duty to disclose to more than the issuer on
whose board they serve. This type of conflict is common in the junior resource
exploration industry and is not considered an unusual risk. Conflicts, if any,
will be subject to the procedures and remedies provided under the BCBCA.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Except as set forth below, there are no legal proceedings to
which the Company is a party or, to the best of the Companys knowledge, to
which any of the Companys properties may be affected.

Legal Proceedings

Godbri Datano Claim

During September 2012, Godbri Mining Limited (Godbri), a
private Ghanaian company, lodged a statement of claim in the High Court of
Justice, Accra, Ghana, seeking a declaration that, among other things, that the
sale of the Datano concession to Adansi Ghana is null and void. Godbri claims to
be the owner of 38% of the issued share capital of Midras Mining Limited
(Midras) and states that it did not consent to the acquisition of the Datano
concession by Adansi Ghana. Adansi Ghana filed a defence on November 12, 2012.
Godbri subsequently amended its claim in January 2013 and in March 2013, after
which both the Company and Adansi Ghana filed further defences. The matter is
currently awaiting trial but the Company considers the claim made by Godbri to
be spurious and without any merit. Godbri has taken no further steps in the suit
since June 2013.

Matisse and Madison Claim

During October 2013, Matisse & Madison Co. Ltd. lodged a
statement of claim in the High Court of Justice, Accra, Ghana, seeking
compensatory damages of $20.0 million plus interest for breach of a verbal
contract related to the purchase of the Datano Concessions from Midras. In April
2016, this claim was withdrawn by the plaintiff and is no longer active.

Regulatory Actions

There are no regulatory actions to which the Company is
currently subject.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To the best knowledge of Asankos management, no (a) director
or executive officer of the Company; (b) person or company that beneficially
owns, or controls or directs, directly or indirectly, more than 10% of any class
or series of the Companys outstanding voting securities; or (c) an associate or
affiliate of any of the persons or companies referred to in paragraphs (a) or
(b), had any material interest, direct or indirect, in any transaction since the
Companys incorporation or during the current financial year. Insiders of the
Company participated in the 2015 bought deal offering but on the same terms as
all other investors.

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TRANSFER AGENT AND REGISTRAR

Asankos registrar and transfer agent for its Common Shares is
Computershare Trust Company of Canada, 3rd Floor, 510 Burrard Street,
Vancouver, British Columbia, V6C 3B9.

MATERIAL CONTRACTS

The following are the material contracts to which the Company
or its subsidiaries are a party to as of the date of this AIF, which currently
can reasonably be regarded as material to a security holder of the Company,
copies of which have been filed at www.sedar.com as required under
section 12.2 of National Instrument 51-102Continuous Disclosure
Requirements:

| |  | The two agreements comprising the Debt Facilities, a
      redacted copy of each was SEDAR filed, on February 5, 2015;                                                                                                                                                                              
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                     
| |  | Non-Issuer Form of Submission to Jurisdiction and
      Appointment of Agent for Service of Process dated February 5, 2015
      concerning Offering of 19,800,000 common shares of the Company at $2.02
      per common share, such agency term being for six years; between the
      Company and

Colin Steyn, Chairman and Director of
the Company; Michael Price, Director of the Company; Peter Breese,
President, Chief Executive Officer and Director of the Company; Peter
Bradford, Director of the Company

| |  | Shareholders Rights Plan Agreement (Rights Plan)
      between the Company and Computershare Investor Services Inc., as Rights
      Agent, dated as of May 24, 2016, which Rights Plan will expire at the
      termination of the annual general meeting of the Company held in 2019; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                              
| |  | The two agreements, dated as of October 20, 2015 and
      December 16, 2015, comprising the senior facilities agreement
      (Construction and Operations), a redacted copy of each was SEDAR filed, on
      March 15, 2016.                                                              

INTERESTS OF EXPERTS

Names of Experts

|1. | The following are the persons or companies who were named
      as having prepared or certified a statement, report or valuation in this
      AIF either directly or in a document incorporated by reference and whose
      profession or business gives authority to the statement, report or
      valuation made by the person or company:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | Glenn Bezuidenhout, National Diploma (Extractive
      Metallurgy), FSIAMM;                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                            
| | (b) | Doug Heher, B.Sc Eng (Mechanical), Pr Eng.;                                                                                                
| |     |                                                                                                                                            
| | (c) | Thomas Kwabena Obiri-Yeboah, B.Sc Eng (Mining), Pr
      Eng;                                                                              
| |     |                                                                                                                                            
| | (d) | John Stanbury, B Sc Eng (Industrial), Pr Eng.;                                                                                             
| |     |                                                                                                                                            
| | (e) | Charles J. Muller, B.Sc. Geology (Hons), PR.Sci.Nat.,
      MGSSA, a Director of CJM Consulting Pty Ltd., Johannesburg, South
      Africa;
| |     |                                                                                                                                            
| | (f) | David Morgan, M.Sc. Eng (Civil), CP Eng, authored the
      2015 Asanko PFS;                                                               

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| | (g) | Philip N. Bentley, PR.Sci.Nat, FGSSA, MSc, MSc (Minex),
      Geology and Resources Executive for Asanko;        
| | --- | -----------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                  
| | (h) | Joseph Mamphey (deceased in 2016), Diploma Geological
      Engineering, MSc Geostatistics, MRM Asanko Gold Mine;
| |     |                                                                                                                  
| | (i) | Malcolm Titley (CSA Global Principal Geologist),
    AIG;                                                        
| |     |                                                                                                                  
| | (j) | Phil Bentley, Asanko Executive: Geology and Resources,
      Pr.Sci.Nat; and                                     
| |     |                                                                                                                  
| | (k) | Frederik Fourie, Asanko Senior Mine Engineer,
    Pr.Eng.                                                        

|2. | KPMG Chartered Professional Accountants, of Vancouver,
      British Columbia, has prepared the Auditors Report with respect to the
      consolidated financial statements of Asanko for the financial years ended
      December 31, 2016 and 2015.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interests of Experts

To the Companys knowledge, Messrs. Bezuidenhout, Heher,
Obiri-Yeboah, Stanbury, Muller, Morgan, Bently, Titley and Fourie do not hold,
directly or indirectly, any of the Companys issued and outstanding Common
Shares.

The aforementioned persons have not received any direct or
indirect interest in any securities of the Company or of any associate or
affiliate of the Company in connection with the preparation of the Asanko 2016
PFS. The aforementioned persons are not currently expected to be elected,
appointed or employed as a director, officer or employee of the Company or of
any associate or affiliate of the Company.

KPMG LLP, our independent auditors, has audited our
consolidated financial statements for the years ended December 31, 2016 and
2015. As at the date hereof, KPMG LLP has confirmed that they are independent
with respect to the Company within the meaning of the relevant rules and related
interpretations prescribed by the relevant professional bodies in Canada and any
applicable legislation or regulations and also that they are independent
accountants with respect to the Company under all relevant US professional and
regulatory standards.

ADDITIONAL INFORMATION

Additional Information

Additional financial information relating to the Company may be
found on SEDAR at www.sedar.com.

Additional information relating to the Company,
  including directors and officers remuneration and indebtedness, principal
  holders of Asankos securities, and securities authorized for issuance under
  equity compensation plans, is contained in the 2016 shareholders meeting
  Management Information Circular.

Additional financial information is provided in
  Asankos financial statements and related MD&A for the year ended December
  31, 2016.

Controls and Procedures

Disclosure Controls and Procedures

Evaluation of disclosure controls and procedures are designed
to provide reasonable assurance that all relevant information is gathered and
reported to senior management, including the Companys Chief Executive Officer
and Chief Financial Officer, on a timely basis so that appropriate decisions can
be made regarding public disclosure. Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with IFRS. Management
of the Company, with the participation of the Chief Executive Officer and the
Chief Financial Officer, have evaluated the design and effectiveness of the
Companys disclosure controls and procedures and the design as required by
Canadian and United States securities legislation, and have concluded that, as
of December 31, 2016, such procedures are adequate to ensure accurate, complete
and timely disclosures in public filings.

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Managements Report on Internal Control over Financial
Reporting

The Companys management, with the participation of its
President and Chief Executive Officer and Chief Financial Officer, is
responsible for establishing and maintaining adequate internal control over
financial reporting. Under the supervision of the President and Chief Executive
Officer and Chief Financial Officer, the Companys internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with IFRS. The
Companys internal control over financial reporting includes policies and
procedures that:

| |  | pertain to the maintenance of records that accurately and
      fairly reflect, in reasonable detail, the transactions and dispositions of
      assets of the Company;                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                       
| |  | provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with IFRS and that the Companys receipts and expenditures are
      made only in accordance with authorizations of management and the
      Companys Directors; and
| |   |                                                                                                                                                                                                                                                                                                                       
| |  | provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use, or disposition of the
      Companys assets that could have a material effect on the Companys
      consolidated financial statements.                                                                

The Companys management, with the participation of its
President and Chief Executive Officer and its Chief Financial Officer, assessed
the effectiveness of the Companys internal control over financial reporting. In
making this assessment, management used the criteria set forth in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
and the President and Chief Executive Officer and Chief Financial Officer have
concluded that, as of December 31, 2016, the Companys internal control over
financial reporting was effective.

Changes in Internal Control over Financial Reporting

There has been no change in the Companys internal control over
financial reporting during the year ended December 31, 2016 that has materially
affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting, with the exception of new controls which have
been implemented with respect to the recording of financial results upon and
since the commencement of commercial production.

Limitations of Controls and Procedures

The Companys management, including the President and Chief
Executive Officer and Chief Financial Officer, believes that any disclosure
controls and procedures or internal control over financial reporting, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, they cannot provide absolute
assurance that all control issues and instances of fraud, if any, within the
Company have been prevented or detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by unauthorized override of the
control. The design of any control system also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Accordingly, because of the inherent limitations in a cost
effective control system, misstatements due to error or fraud may occur and not
be detected.

Page | 90

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Audit Committee, Code of Ethics, Accountant Fees and
Exemptions

Audit Committee Charter

The Audit Committee is ultimately responsible for the policies
and practices relating to integrity of financial and regulatory reporting, as
well as internal controls to achieve the objectives of safeguarding of corporate
assets; reliability of information; and compliance with policies and laws.

The Companys audit committee charter can be viewed on the
Companys website at
http://www.asanko.com/assets/pdf/Asanko-Continuous-Disclosure-and-Corporate-Governanc.pdf.

Composition of Audit Committee

The Companys Board of Directors has a separately designated
standing Audit Committee established in accordance with Section 3(a)(58)(A) of
the Exchange Act and Section 803(B)(2) of the NYSE MKT Company Guide. The
Companys Audit Committee is comprised of the following three directors that the
Board of Directors have determined are independent as determined under each of
National Instrument 52-110 Audit Committees, Rule 10A-3 of the Exchange
Act and Section 803(A) of the NYSE MKT Company Guide: Marcel de Groot
(Chairman), Gordon Fretwell and Michael Price. Each of Messrs. de Groot,
Fretwell and Price is financially literate within the meaning of National
Instrument 52-110 Audit Committees,and is able to read and understand
fundamental financial statements, including a Companys balance sheet, income
statement, and cash flow statement as required under Section 803(B)(2)(iii) of
the NYSE MKT Company Guide.

Relevant Education and Experience

Set out below is a brief description of the education and
experience of each audit committee member that is relevant to the performance of
his responsibilities as an audit committee member.

Marcel de Groot is a Chartered Accountant and a founder
and President of Pathway Capital Ltd., a Vancouver based private venture capital
corporation. Pathway Capital Ltd, formed in 2004, invests in and provides
strategic support to early stage private and public companies. He is currently a
director of JDL Gold Corp.

Gordon Fretwell holds a Bachelor of Commerce degree and
graduated from the University of British Columbia in 1979 with his Bachelor of
Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell has,
since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation)
in Vancouver practicing primarily in the areas of corporate and securities law.

Michael Price has been a Mining Finance Consultant and
Adviser and London Representative of Resource Capital Funds since 2006 and has
over 30 years experience in Mining and Investment banking. He has BSc and Phd
degrees in mining engineering from University College Cardiff. Mr. Price also
holds a Mine Managers Certificate of Competency (Coal Mines, South Africa) and
professional engineering qualifications MIMMM and Eur Ing (FEANI).

Page | 91

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Such education and experience provides each member with:

| |  | an understanding of the accounting principles used by the
      Company to prepare its financial statements;                                                                                                                                                                                                     
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | the ability to assess the general application of such
      accounting principles in connection with the accounting for estimates,
      accruals and reserves;                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | experience analyzing or evaluating financial statements
      that present a breadth and level of complexity of accounting issues that
      are generally comparable to the breadth and complexity of issues that can
      reasonably be expected to be raised by the Companys financial statements;
      and
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | an understanding of internal controls and procedures for
      financial reporting.                                                                                                                                                                                                                              

Pre-Approval Policies and Procedures

The Audit Committees charter sets out responsibilities
regarding the provision of non-audit services by the Companys external auditor.
This policy encourages consideration of whether the provision of services other
than audit services is compatible with maintaining the auditors independence
and requires Audit Committee pre-approval of permitted audit and
non-audit-related services.

Audit Fees

The following table discloses the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
Companys audit firm for various services.

Nature of Services
    Fees Paid to
      Auditor for Year Ended December 31, 2016
    Fees Paid to
      Auditor for Year Ended December 31, 2015Audit Fees(1)
    C$675,147
    C$458,154Tax Fees(2)
    Nil
    NilAll Other Fees(3)
    Nil
    NilTotal
    C$675,147
    C$458,154


|Notes:
|------
|(1)   
|(2)   
|(3)   

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