Announcement • Apr 30
Montage Gold Corp. (TSX:MAU) completed the acquisition of remaining 82.70% stake in African Gold Limited (ASX:A1G) for AUD 443.6 million. Montage Gold Corp. (TSX:MAU) entered into a binding Scheme Implementation Deed to acquire remaining 82.70% stake in African Gold Limited (ASX:A1G) for approximately AUD 240 million on November 28, 2025. The stock consideration consists of AUD 238.02 million based on 27.69 million common equity of Montage Gold Corp. at a ratio of 0.0628 per common equity of African Gold Limited. Upon completion, Montage Gold Corp. will own 100% stake in African Gold Limited. A break fee of AUD 2.9 million: 1% of the transaction value shall be payable by African Gold to Montage if the transaction is terminated as a result of certain specified circumstances. The SID also provides for a reverse break fee of AUD 14.6 million: 5% of the transaction value to be payable by Montage to African Gold if the deal is terminated as a result of certain limited circumstances.
The transaction is subject to approval by shareholders and option holders of African Gold, Approval of the TSX, Australian Court approval. The Transaction has been unanimously approved by the Board of Directors of Montage Gold. As of March 5, 2026, the Supreme Court of Western Australia orders for the convening of a meeting of African Gold shareholders and a separate meeting of African Gold option holders to consider and vote on the Share Scheme and the Option Scheme, respectively and approving the dispatch of an explanatory statement providing information about the Schemes. The transaction is expected to close on 20 April 2026. As of 6 March 2026, the Independent Expert has concluded that the Option Scheme is fair and reasonable and therefore in the best interests of African Gold Option holders, in the absence of a superior proposal. On April 13, 2026, the shareholders of African Gold Limited has approved the transaction. The Schemes remain subject to approval by the Supreme Court of Western Australia at a hearing scheduled for Friday, April 17, 2026. If the Schemes become effective, implementation of the Schemes is expected to occur on April 29, 2026. As of April 17, 2026, the deal has been approved by the Supreme Court of Western Australia.
Ashurst Australia and Cassels Brock & Blackwell LLP acted as legal advisor to Montage Gold Corp. whereas Allens and Cozen O'Connor LLP acted as legal advisor and SCP Resource Finance LP acted financial advisor to African Gold Limited. BDO Corporate Finance Australia Pty Ltd acted as fairness opinion provider for African Gold Limited.
Montage Gold Corp. (TSX:MAU) completed the acquisition of remaining 82.70% stake in African Gold Limited (ASX:A1G) for AUD 443.6 million on April 29, 2026. Recent Insider Transactions • Apr 23
Non-Executive Director recently sold AU$6.2m worth of stock On the 20th of April, Tolga Kumova sold around 6m shares on-market at roughly AU$1.04 per share. This transaction amounted to 19% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of AU$9.1m more than they bought in the last 12 months. Recent Insider Transactions Derivative • Mar 18
Non-Executive Director exercised options to buy AU$1.3m worth of stock. On the 10th of March, Silvia Bottero exercised 4.50m options to receive shares at no cost, then sold around 3.14m of them at AU$1.00 each and kept the remainder. Since June 2025, Silvia has owned 714.29k shares directly. Company insiders have collectively bought AU$1.9m more than they sold, via options and on-market transactions, in the last 12 months.