Highlights:

  • African Gold shareholders to receive 0.0628 Montage shares for each African Gold share held.
  • Share scheme implies an approximate 54% premium to African Gold’s 10-day VWAP prior to 27 Nov 2025.
  • African Gold optionholders to receive new Montage options at the same exchange ratio or have options exercised or cancelled.

African Gold Limited (ASX:A1G) announced it has entered a binding Scheme Implementation Deed with Montage Gold Corp. (TSX: MAU). Under the agreement, Montage will acquire 100% of African Gold shares not already held through a Share and Option Scheme of Arrangement (together, the Schemes).

Under the Share Scheme, African Gold shareholders will receive 0.0628 Montage shares for each African Gold share held on the record date. The implied value of the Share Scheme Consideration is approximately USD 0.50 per African Gold share, reflecting a ~59% premium to the closing price of USD 0.315 per share on 27 Nov 2025 and ~54% to African Gold’s 10-day VWAP of USD 0.325 prior to that date.

Option Scheme Details
African Gold optionholders will receive 0.0628 Montage options for every African Gold option held, or their options will be exercised into African Gold shares for acquisition by Montage or cancelled prior to implementation. The Independent African Gold Directors, representing 11.6% of shares and 43.4% of options, recommend voting in favour of the Schemes, subject to the Independent Expert’s conclusion that the Schemes are in shareholders’ and optionholders’ best interests.

Transaction Conditions
The implementation of the Schemes is subject to several conditions, including:

  • Approval by a majority of African Gold shareholders and optionholders and at least 75% of votes cast at the respective Scheme Meetings.
  • No material adverse changes affecting African Gold or Montage prior to completion.
  • Obtaining all necessary third-party consents and court approvals.

Indicative Timetable
The first court hearing is expected in late Feb 2026, with the Scheme Booklet dispatched to shareholders and optionholders in early March 2026. Scheme meetings are planned for early April 2026, with the second court hearing, effective date, and implementation expected in April and late April 2026 respectively. Dates are indicative and subject to approvals and court availability.

Share Price Snapshot
A1G was trading 66.66% higher at AUD 0.525 per share as of 02 December 2025.