AFDG - Embracing US strategy, acquisition of Butembo copper deposit in the DRC. Copper added to draft list of US strategic minerals

Rhea-AI Summary

African Discovery Group (OTC:AFDG) signed a term sheet to acquire 100% of SOCIETE GRABIN MINING SAS, owner of the Butembo copper exploration licence in DRC, aiming to create a combined copper company. The PR states the deal is stock-based, will issue shares to the seller, and is expected to close in Q4 2025 subject to due diligence and financing. The company says it will change name, domicile and trading symbol and apply to uplist to NASDAQ on closing. The PR notes copper was added to the US draft list of strategic metals on Aug 27, 2025 and highlights planned regional logistics works scheduled through Q3 2026.

Positive

• Butembo licence 100% acquisition agreed by term sheet
• Target uplisting application to NASDAQ upon closing
• Closing timeline aimed for Q4 2025 (subject to conditions)
• US strategic recognition: copper added Aug 27, 2025 draft list

Negative

• Share issuance to seller will leave existing shareholders minority
• Deal conditional on due diligence and financing (closing not certain)
• Logisticsdependent on Kisangani–Bukavu works and toll road due Q3 2026

NEW YORK, Oct. 6, 2025 /PRNewswire/ -- African Discovery Group (OTC:AFDG) ("AFDG" or the "Company") has signed a term sheet to acquire the Butembo Copper exploration license in the Democratic Republic of Congo (DRC) by acquiring 100% of the shares of SOCIETE GRABIN MINING SAS (the "Transaction"). With this proposed acquisition, AFDG aims to create a combined copper company built to deliver value creation for the next century. Congo has an estimated $24 trillion worth of mineral wealth, according to the World Bank.

First standalone Congolese company in the United States

As part of the renewed strategic alliance and vision between the United States and the DRC to promote strategic minerals, the USA-DRC Economic Forum will be hosted in Washington DC in October, in follow-up to a successful investment hosted by President Trump of the United States and President Tshisekedi of DRC in August in Washington.

Massad Boulos, US Senior Advisor for Africa to President Trump recently stated, "I look forward to working with President Félix Tshisekedi and his team to build a deeper relationship that benefits the Congolese and American people, and to stimulate American private sector investment in the DRC, particularly in the mining sector, with the shared goal of contributing to the prosperity of both our countries." United States Secretary of State Marco Rubio further stressed the importance of protecting U.S. strategic interests in critical minerals, which are important for the tech sector, and bringing stability to the region. Reports indicate his involvement in DRC's peace process was seen as using U.S. influence in the minerals trade to facilitate U.S. access to critical minerals. President Trump has further stated "Our partnership (with the DRC) would provide the U.S. with a strategic advantage by securing critical minerals such as cobalt, lithium, copper and tantalum from the Democratic Republic of Congo. U.S. companies are ready to step up and are eager to invest. But for them to succeed, they need transparency, predictable governance, and a stronger enabling environment in the DRC." At the time of the closing of the transaction, the combined company will become the first stand-alone DRC company to be publicly traded in the United States.

DRC's copper production is among the largest in the world, with the DRC concentrating 65% of newly announced copper reserves identified worldwide in 2023, according to S&P Global Market Intelligence. Numerous highly valued copper companies have recognized DRC's copper potential including Ivanhoe Mining Limited, one of DRC's largest copper companies, Glencore, and the emerging entity of Kobold, a Jeff Bezos and Bill Gates based mining exploration startup. Copper's demand is predicated on numerous items, including artificial intelligence related infrastructure build, telecommunications and building materials, amongst others.

The new management that will drive value creation are driven by Andrew Groves, whose previous strategic exits in resources on the African continent include: Founder and CEO of CAMEC PLC, a cobalt and copper producer in the DRC that sold to ENRC for a billion dollar exit, Founder and CEO of African Platinum PLC, that sold to Impala Platinum for $900mm, and the founder of Central African Gold that sold to New Dawn for $300mm. Aldo Cesano, who intends to join the Board of Directors of the company, brings over 40 years of experience in mining and logistics development across the DRC, Zimbabwe and Southern Africa. Andrew's team will succeed as management in entirety post close of Transaction.

The stock-based transaction will create a copper exploration company, with a focus on creating value around Africa and DRC specifically focused on under explored basins of copper. On closing of the Transaction, the Company is expected to change corporate name, domicile, and trading symbol to reflect the nature of the new operations, and apply for an uplisting to the NASDAQ exchange, subject to regulatory approval. As part of the closing of the transaction, AFDG is expected to issue shares to SOCIETE GRABIN MINING SAS. The Transaction is expected to result in the existing AFDG shareholders retaining a minority ownership of the Company. AFDG is aiming to close the Transaction in Q4 2025, subject to due diligence and financing contingency. 

On August 27, 2025, the United States government added copper to its draft list of strategic metals. According to veteran energy historian Daniel Yergin," only one metal represents the linchpin of the energy transition away from fossil fuels, with copper as that fundamental mineral that's required for all aspects of the energy transition, including electric vehicles and batteries, charging infrastructure and the wires that comprise the grid itself, require more copper than the technologies used to produce energy from fossil fuels". Current estimates that copper supply needs to double by 2035 — from the current 25 million metric tons per year to a record 50 million metric tons per year. The International Energy Agency (IEA) expects the supply-demand disparity to persist until 2050.

While the east of the DRC is relatively unexplored, prior to the independence of Zaire the Belgian's had planned on building rail infrastructure from Kisangani to Goma, Bukavu and Bunia to export copper, tungsten, tin and other minerals and agricultural products from the region, plans that adjusted post independence. Traditionally, large mining companies have focused on Katanga province for copper and cobalt, given proximity to export markets and Southern African ports. Logistics are a key component to the project in the Eastern DRC, with the Consortium of Toha and Bulongo Logistics starting works on the Kisangani to Bukavu route via Lubutu (Asphalt road) towards the end of 2025. The consortium will fund the construction from 60% of the proceeds from the Kolwezi to Solwezi toll road project with a new border at Kasabinda, which should be completed by third quarter of 2026.

AFDG Chairman and Founder, Alan Kessler, who is expected to retain a role as a Director of the company post close of transaction, stated, "We are highly enthusiastic to move forward with such a promising Transaction for our company and our shareholders. Numerous tailwinds are expected to drive dramatic value creation, in conjunction with a high correlation to gold price at an all-time high and an easing US Federal reserve, Artificial Intelligence related infrastructure build, meets the energy transition, finds an emerging DRC. The confluence and timing of all of these global factors on the demand side, and constrained supply, ensures the highly promising nature of this opportunity."

EAS Advisors LLC have been appointed as the corporate advisor for the Company on the Transaction. 

About Butembo Copper Project

Butembo is a near surface, low strip, Tier one exploration opportunity, located near the Ruwenzori mountain location of Uganda's biggest copper mine (Kilembe with 4 million tons of verified reserves), located only 50km from the Ugandan border with verified access to rail. The High-grade copper samples thus far have returned 18% Copper assays, which if maintained at production would rank amongst the highest globally.

About African Discovery Group

African Discovery Group, Inc., is a Delaware corporation, dedicated to the development of the African continent. AFDG's wholly-owned subsidiary, ADG Subsidiary Corp., is a Delaware corporation ("ADG"). AFDG's primary businesses from which it intends to generate revenues in the future, include agriculture/sustainability, power, media, strategic minerals, and finance sectors on the African continent. The Company, through its wholly-owned subsidiary, is committed to all aspects of environmental, social and governance issues in its business.

CONTACT: mg@africandiscoverygroup.com

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SOURCE African Discovery Group

FAQ

What did AFDG announce on October 6, 2025 regarding the Butembo copper licence?

The PR states AFDG signed a term sheet to acquire 100% of SOCIETE GRABIN MINING SAS, owner of the Butembo copper exploration licence.

When does AFDG expect the Butembo acquisition to close and what conditions apply?

AFDG is aiming to close the transaction in Q4 2025, according to the PR, subject to due diligence and financing contingencies.

Will AFDG change listing or ticker after the Butembo transaction (AFDG)?

The PR states the company expects to change name, domicile and trading symbol and to apply to uplist to NASDAQ upon closing.

How does the August 27, 2025 US draft metals list affect AFDG (AFDG)?

The PR notes copper was added to the US draft strategic metals list on Aug 27, 2025, which the company frames as supportive for its copper focus.

How will the transaction affect existing AFDG shareholders?

The PR states AFDG will issue shares to SOCIETE GRABIN, resulting in existing AFDG shareholders retaining a minority ownership.

What infrastructure timelines did the PR cite relevant to AFDG's DRC operations?

The PR references Kisangani–Bukavu road works starting end-2025 and a Kolwezi–Solwezi toll road project with a new border expected completed by Q3 2026.