AFRICAN GOLD LTD. — M&A Activity 2026

Apr 12, 2026

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ASX Announcement

13 April 2026

Chairman’s Address to the Share Scheme Meeting and Option Scheme Meeting

African Gold Ltd (ASX:A1G) ( African Gold ) refers to the proposed scheme of arrangement under which Montage Gold Corp. (TSX:MAU) ( Montage ) will acquire 100% of the shares of African Gold pursuant to a share scheme of arrangement ( Share Scheme ) and the related option scheme of arrangement ( Option Scheme ) (together, the Schemes ).

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Booklet released to the ASX on 6 March 2026 ( Scheme Booklet ).

In accordance with ASX Listing Rule 3.13.3, attached to this announcement is the Chairman’s address to be presented at the Share Scheme Meeting and Option Scheme Meeting being held today at 10.30am and 11.00am (approximately).

African Gold Securityholders are encouraged to participate in the Share Scheme Meeting and/or Option Scheme Meeting (as applicable) by attending in person at Level 39, 152-158 St Georges Terrace, Perth WA 6000.

The voting results of the Share Scheme Meeting and Option Scheme Meeting will be released to the ASX shortly after the conclusion of the meetings.

This announcement is authorised for release by the Board of African Gold.

For further information, please contact:

Adam Oehlman

Chief Executive Officer

African Gold Ltd

• Email: admin@african gold.com

Important notice – US investors

The Share Scheme relates to the shares of an Australian company with a listing on the ASX and is proposed to be implemented pursuant to a scheme of arrangement provided for under the law of Australia. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or the tender offer rules under the US Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Share Scheme is subject to the procedural and disclosure requirements, rules and practices applicable in Australia to schemes of arrangement which differ from the requirements of US proxy solicitation or tender offer rules. Financial information included in the Scheme Booklet in relation to Montage has been prepared in accordance with IFRS Accounting Standards and in relation to African Gold has been prepared in accordance with the recognition and measurement principles contained in the Australian Accounting Standards.

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The New Montage Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Montage Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom and in compliance with the securities laws of any state or other jurisdiction of the United States. The New Montage Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. African Gold Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Montage or African Gold prior to, or of Montage after, the Effective Date will be subject to certain US transfer restrictions relating to the New Montage Shares received pursuant to the Share Scheme.

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Principal & Registered Office: Level 1, Suite 23, 513 Hay Street Subiaco WA 6008

admin@african-gold.com african-gold.com

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SHARE SCHEME MEETING

AFRICAN GOLD LTD

Share Scheme Meeting at 10.30am AWST on Monday, 13 April 2026, at Level 39, 152-158 St Georges Terrace, Perth WA 6000

Good morning all.

My name is James Nicholls and I have been appointed by the Directors, and by the orders of the Honourable Justice Hill of the Supreme Court of Western Australia, to Chair this Share Scheme Meeting of African Gold Ltd.

I would like to begin by welcoming you to today’s Share Scheme Meeting and thank you all for your attendance.

Today is an important day in the history of African Gold. We will be holding two meetings today. The first meeting is the Share Scheme Meeting, at which shareholders will be asked to vote on a proposed Share Scheme of Arrangement under which Montage Gold Corp. proposes to acquire all of the issued ordinary shares in African Gold which it does not already hold. The second meeting is the Option Scheme Meeting, at which INTRODUCTION optionholders will be asked to vote on a proposed Option Scheme of Arrangement under which Montage Gold Corp. proposes to cancel and extinguish all of the African Gold Options.

BUSINESS OF MEETING Quorum is 2 members.

AFRICAN GOLD REPRESENTATIVES AND APOLOGIES

Under the Share Scheme, Scheme Shareholders will receive 0.0628 New Montage Shares for every African Gold Share held on the Record Date, which represents a significant premium on recent trading prices prior to the Share Scheme being announced. Under the Option Scheme, Scheme Optionholders will receive 0.0628 New Montage Options for every African Gold Option held on the Record Date. Each New Montage Option will be issued on substantially equivalent terms to the African Gold Option it replaces, other than having an exercise price equal to the exercise price of the African Gold Option it replaces divided by the Scrip Exchange Ratio. With those introductory remarks, please allow me to proceed with the formal part of today’s meetings, commencing with the Share Scheme Meeting. The purpose of the Share Scheme Meeting is to seek the agreement of African Gold Shareholders to the Share Scheme. With the time now having just passed 10:30am and having been advised that a quorum is present, I declare the Share Scheme Meeting open. Before I introduce your Directors, I will outline the conduct of today’s meeting. I remind everyone that this is a shareholders’ meeting and only holders of African Gold Shares, appointed proxies, authorised corporate representatives and attorneys are entitled to vote and speak at this meeting. We have allowed visitors into the meeting. I would be grateful if you could all check that your mobile devices are switched off or on silent. I note that the taking or recording of photographs, videos or audio of the meeting or its proceedings, by any means, is not permitted. I would like to now introduce you to:

• Mathew O'Hara – Non-Executive Director;

• • Adam Oehlman – Chief Executive Officer; and • Oonagh Malone – Company Secretary. I pass on the apologies from the following officers, who are not able to be here today: • Evan Cranston – Non-Executive Chairman;

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• Tolga Kumova – Non-Executive Director;

• Silvia Bottero – Non-Executive Director; and

• Peter Williams – Non-Executive Director.

I am also joined here today by representatives of African Gold's share registry, Automic, who will be assisting in the poll process of the Share Scheme Meeting.

The proposed acquisition of African Gold by Montage Gold Corp. is to occur by way of a scheme of arrangement under Part 5.1 of the Corporations Act. A separate Option Scheme Meeting will be held at the later of the conclusion of this Share Scheme Meeting and 11.00am.

BRIEF OVERVIEW OF THE SCHEME

If the Schemes are not approved today, the Schemes will not proceed and you will not receive the Share Scheme Consideration. Instead, you will retain your African Gold Shares and African Gold will continue to operate as a standalone entity.

If the Share Scheme and Option Scheme are approved and implemented, African Gold Shareholders will receive 0.0628 New Montage Shares for every African Gold Share held by them on the Record Date for the Share Scheme, expected to be 5:00pm (AWST) on 22 April 2026, other than Ineligible Foreign Shareholders who will receive a cash equivalent amount. If the Share Scheme is implemented, African Gold will be removed from the official list of the ASX and African Gold will ultimately be wholly owned by Montage Gold Corp.

Information regarding Montage Gold Corp. and its group companies is set out in section 6 of the Scheme Booklet dated 6 March 2026.

INFORMATION ABOUT MONTAGE

By way of brief summary, Montage Gold Corp. is a Canadian-incorporated and TSX-listed company focused on becoming a premier multi-asset African gold producer, starting with the development of its flagship Koné Project, located in Côte d'Ivoire. Montage is listed on the Toronto Stock Exchange under the ticker symbol "MAU" and is an existing shareholder of African Gold, holding approximately 16.22% of the African Gold Shares on issue.

As set out in the Scheme Booklet, the Independent African Gold Directors have unanimously recommended, and as at the date of this meeting, continue to recommend, that African Gold Shareholders vote in favour of the Share Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interests of African Gold Shareholders. Subject to those same qualifications, each Independent African Gold Director will vote, or procure the voting of, all African Gold Shares which they hold or control in favour of the Share Scheme at the meeting today.

THE BOARD’S RECOMMENDATION

As at the date of this meeting, the Independent African Gold Directors hold, in aggregate, 61,297,441 African Gold Shares, being 10.76% of African Gold (on an undiluted basis).

Section 1.2 of the Scheme Booklet includes additional information regarding the reasons for the Board’s recommendation, and section 1.3 of the Scheme Booklet includes additional reasons why you may choose to vote against the Share Scheme.

It is noted that certain Independent African Gold Directors and the Company Secretary will be entitled to special exertion payments for additional work involved in implementing the Schemes, as disclosed in section 10.7(a) of the Scheme Booklet.

The interests of the Directors are disclosed in section 10.2 – 10.8 of the Scheme Booklet.

The African Gold Independent Board Committee appointed BDO Corporate Finance Australia Pty Ltd as the independent expert to assess the merits of the Share Scheme.

INDEPENDENT EXPERT’S RECOMMENDATION

The independent expert has concluded that, in the absence of a Superior Proposal, the Share Scheme is fair and reasonable and therefore in the best interests of African Gold Shareholders. A full copy of the independent expert’s report is set out in Appendix 1 of the Scheme Booklet.

Montage and African Gold released their audited consolidated financial results for the year ended 31 December 2025 on 26 March 2026 and 27 March 2026 respectively. As noted in African Gold's ASX release dated 31 March 2026, the independent expert has reviewed these updated financial results and has confirmed that they do not change its opinion.

CONDITIONS

The Share Scheme is subject to certain conditions, as outlined in section 3.7 of the Scheme Booklet and clause 3.2 of the Scheme Implementation Deed. A full copy of the Scheme Implementation Deed is contained in the Company’s announcement dated 1 December 2025. The Share Scheme of Arrangement is contained in Appendix 3 of the Scheme Booklet.

The African Gold Board is not currently aware of any reasons as to why the remaining conditions will not be resolved prior to the Second Court Hearing for the Schemes, which is listed for not before 10.30am (AWST) on 17 April 2026.

Proxies have been received and inspected for the Share Scheme Meeting and all those validly lodged have been accepted. The details of the proxies received will be read later when this meeting considers the Share Scheme Resolution.

VOTING PROCEDURE

As set out in the Notice of Share Scheme Meeting, voting will be conducted by way of a poll. You should have received a voting card on registration for this meeting. If you do not have one, please see the Automic representative and they will assist you.

Please note that only Shareholders registered as at 4:00pm (AWST) on 11 April 2026, or their duly appointed proxies, attorneys or corporate representatives, can vote on the Share Scheme Resolution.

When the Share Scheme Resolution is put to the meeting, the voting cards will be collected by a representative of Automic.

QUESTIONS

If Shareholders wish to ask a question during the meeting, I confirm that you will be given the opportunity to ask questions of the Board as they relate to the resolution. However, if your questions concern the voting process, please do not hesitate to ask an Automic representative during the meeting at the appropriate juncture. During question time, please state your name and whether you are speaking as a Shareholder, proxy or corporate representative so members of the Board can address you.

We will now commence the formal part of this meeting.

FORMAL BUSINESS

The purpose of this meeting is to consider and, if thought fit, to pass a resolution to agree to the Share Scheme. This resolution is set out in the Notice of Share Scheme Meeting which is contained in Appendix 4 of the Scheme Booklet dated 6 March 2026. To approve the Share Scheme, the Share Scheme Resolution needs to be approved by:

• a majority in number of Eligible African Gold Shareholders present and voting at the Share Scheme Meeting (whether by direct vote or by appointing a proxy, corporate representative or attorney), unless the Court orders otherwise; and

• • at least 75% of the total number of votes cast on the resolution (whether by direct vote or by appointing a proxy, corporate representative or attorney).

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Proxy Results

I will now display on the screen behind me the details of the valid proxy votes received for the Share Scheme Resolution as at the time of proxy close.

I will now display on the screen behind me the details of the valid proxy votes received for the Share Scheme Resolution as at the time of proxy close.	I will now display on the screen behind me the details of the valid proxy votes received for the Share Scheme Resolution as at the time of proxy close.
In respect of the Share Scheme Resolution, a total of 248,985,770 votes were cast,
comprising:
(a)	248,861,218 votes were cast in favour of the Share Scheme Resolution,
	representing 99.95% of proxies received;
(b)	20,486 votes were cast against the Share Scheme Resolution, representing 0.01%
	of proxies received;
(c)	0 votes abstained from voting on the Share Scheme Resolution, representing
	0.00% of proxies received; and
(d)	104,066 votes were open votes, representing 0.04% of proxies received.
‘Open votes’ are proxy forms which have been validly completed but for which no proxy
has been appointed or no voting direction has been provided.

As disclosed in the Notice of Share Scheme Meeting, I will, as Chair, vote in favour of the Share Scheme Resolution for all open votes.

Accordingly, as outlined in the Scheme Booklet, all open votes will be cast in favour of the Share Scheme and therefore, 248,965,284 of the votes received via proxy will be cast in favour of the Share Scheme Resolution, with 20,486 against and 0 abstaining. Before I propose the Share Scheme Resolution, are there any questions in relation to this matter? Questions taken and answered. Share Scheme Resolution I now propose the following resolution in respect of the Share Scheme:

“THAT, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the Share Scheme, as contained in and more particularly described in the Scheme Booklet (of which the notice convening this meeting forms part), is agreed to (with or without modification as approved by the Court to which African Gold and Montage agree) and that, the Independent African Gold Directors are authorised to agree to such alterations or conditions as are thought fit by the Court and, subject to approval of the Share Scheme by the Court, the Independent African Gold Directors are authorised to implement the Share Scheme with any such alterations or conditions.” Voting

I now ask all shareholders in attendance that have not already voted to vote on the Share Scheme Resolution by marking your voting card. A representative of Automic will be collecting your voting card at the conclusion of this meeting.

If you have any questions regarding the voting process, please do not hesitate to ask an Automic representative.

(Once voting has appeared to reach a close)

It appears as though the voting process has completed. I therefore declare the poll closed and note that no more votes will be counted toward the resolution proposed at this meeting. I now ask that shareholders please remain for a few minutes while I explain the next steps of this process.

The results of the poll for the Share Scheme Meeting will be announced to the ASX after this meeting. If the requisite majorities of Shareholders approve the Share Scheme Resolution, the Share Scheme will be taken to be approved by Shareholders. If the Share Scheme Resolution is passed by the requisite majorities, and all other remaining conditions are satisfied or waived, then African Gold will apply to the Supreme Court of Western Australia for orders approving the Share Scheme. Any African Gold Securityholder who wishes to oppose the approval of the Share Scheme NEXT STEPS by the Court may do so by filing with the Court and serving on African Gold a notice of appearance in respect of COR 17 of 2026, in the prescribed form, together with any affidavit on which that securityholder wishes to rely on at the hearing. The notice of appearance and any affidavit must be served on African Gold at its address for service at Level 39, 152-158 St Georges Terrace, Perth WA 6000 (Attention: Shaun Hardcastle) at least one day before 17 April 2026. The poll registrar will now undertake a verification of the number of votes to the proxies received. There are no other matters of business notified for consideration at this Share Scheme Meeting. Therefore, that concludes the formal business of the Share Scheme Meeting. Thank you very much for your attendance. We will now move to the Option Scheme OTHER BUSINESS Meeting. I now declare the Share Scheme Meeting closed. Share Scheme Meeting CLOSED at approximately ___am (AWST).

I now open the Option Scheme Meeting. As outlined in my introductory remarks at the Share Scheme Meeting, optionholders who are Scheme Optionholders will now be asked to vote on a proposed Option Scheme of INTRODUCTION Arrangement under which African Gold proposes to cancel and extinguish all of the African Gold Options held by Scheme Optionholders in exchange for the issue of New Montage Options by Montage Gold Corp. With those introductory remarks, please allow me to proceed with the formal part of today’s Option Scheme Meeting. The purpose of the Option Scheme Meeting is to seek the agreement of African Gold Optionholders to the Option Scheme. With the time now having just passed 11:00am (or, if later, the conclusion of the Share BUSINESS OF Scheme Meeting) and having been advised that a quorum is present, I declare the Option MEETING Scheme Meeting open. Quorum is 2 members. The procedures for voting and asking questions at the Option Scheme Meeting will be the same as those at the Share Scheme Meeting. I remind everyone that only holders of African Gold Options, appointed proxies, authorised corporate representatives and attorneys are entitled to vote and speak at this meeting. As outlined in my introductory remarks, the proposed cancellation and extinguishment of all African Gold Options, and issue of New Montage Options, is to occur by way of a BRIEF OVERVIEW OF scheme of arrangement under Part 5.1 of the Corporations Act. THE SCHEME If the Schemes are not approved today, you will retain your African Gold Options and will not receive the Option Scheme Consideration.

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THE BOARD’S RECOMMENDATION

As outlined earlier, if the Option Scheme and Share Scheme are approved and implemented, African Gold Optionholders who are Scheme Optionholders will receive 0.0628 New Montage Options for every African Gold Option held by them on the Record Date for the Option Scheme, expected to be 5:00pm (AWST) on 22 April 2026.

As set out in the Scheme Booklet, and consistent with their recommendation in respect of the Share Scheme, the Independent African Gold Directors have unanimously recommended that African Gold Optionholders vote in favour of the Option Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Option Scheme is in the best interests of African Gold Optionholders. Subject to those same qualifications, each Independent African Gold Director will vote, or procure the voting of, all African Gold Options which they hold or control in favour of the Option Scheme at the meeting today.

As at the date of this meeting, the Independent African Gold Directors hold, in aggregate, 30,000,000 African Gold Options, being 63.83% of all African Gold Options on issue and eligible to be voted on the Option Scheme.

The reasons for the Board's recommendation, and the reasons why you may choose to vote against the Option Scheme, are as outlined in respect of the Share Scheme and set out in sections 1.2 and 1.3 of the Scheme Booklet.

INDEPENDENT EXPERT’S RECOMMENDATION

As with the Share Scheme, the independent expert has concluded that, in the absence of a Superior Proposal, the Option Scheme is fair and reasonable and therefore in the best interests of African Gold Optionholders. A full copy of the independent expert's report is set out in Appendix 1 of the Scheme Booklet.

Montage and African Gold released their audited consolidated financial results for the year ended 31 December 2025 on 26 March 2026 and 27 March 2026 respectively. As with the Share Scheme, and as noted in African Gold's ASX release dated 31 March 2026, the independent expert has reviewed these updated financial results and has confirmed that they do not change its opinion.

The Option Scheme is subject to certain conditions, as outlined in section 3.7 of the Scheme Booklet and clause 3.2 of the Scheme Implementation Deed. The Option Scheme of Arrangement is contained in Appendix 7 of the Scheme Booklet.

CONDITIONS

As with the Share Scheme, the African Gold Board is not currently aware of any reasons as to why the remaining conditions will not be resolved prior to the Second Court Hearing for the Schemes.

We will now commence the formal part of this meeting.

The purpose of this meeting is to consider and, if thought fit, to pass a resolution to agree to the Option Scheme. This resolution is set out in the Notice of Option Scheme Meeting which is contained in Appendix 8 of the Scheme Booklet dated 6 March 2026.

FORMAL BUSINESS

Please note that only Optionholders registered as at 4:00pm (AWST) on 11 April 2026, or their duly appointed proxies, attorneys or corporate representatives, can vote on the Option Scheme Resolution.

To approve the Option Scheme, the Option Scheme Resolution needs to be approved by:

• a majority in number of Eligible African Gold Optionholders present and voting at the Option Scheme Meeting (whether by direct vote or by appointing a proxy, corporate representative or attorney), unless the Court orders otherwise; and

• at least 75% of the total number of votes cast on the resolution (whether by direct vote or by appointing a proxy, corporate representative or attorney).

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Proxy Results

I will now display on the screen behind me the details of the valid proxy votes received for the Option Scheme Resolution as at the time of proxy close.

In respect of the Option Scheme Resolution, a total of 47,000,000 votes were cast representing 100% of the total value of the African Gold Options, comprising:

• (a) 47,000,000 votes were cast in favour of the Option Scheme Resolution, representing 100% of proxies received;

• (b) 0 votes were cast against the Option Scheme Resolution;

• (c) 0 votes abstained from voting on the Option Scheme Resolution; and

• (d) 0 votes were open votes.

‘Open votes’ are proxy forms which have been validly completed but for which no proxy has been appointed or no voting direction has been provided.

As disclosed in the Notice of Option Scheme Meeting, I will, as Chair, vote in favour of the Option Scheme Resolution for all open votes.

Accordingly, as outlined in the Scheme Booklet, all open votes will be cast in favour of the Option Scheme and therefore, 47,000,000 of the votes received via proxy representing 100% of the total value of the African Gold Options eligible to be voted on the Option Scheme will be cast in favour of the Option Scheme Resolution, with 0 against and 0 abstaining.

Before I propose the Option Scheme Resolution, are there any questions in relation to this matter?

Questions taken and answered. Option Scheme Resolution I now propose the following resolution in respect of the Option Scheme:

“THAT, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the Option Scheme, as contained in and more particularly described in the Scheme Booklet (of which the notice convening this meeting forms part), is agreed to (with or without modification as approved by the Court to which African Gold and Montage agree) and that, the Independent African Gold Directors are authorised to agree to such alterations or conditions as are thought fit by the Court and, subject to approval of the Option Scheme by the Court, the Independent African Gold Directors are authorised to implement the Option Scheme with any such alterations or conditions.” Voting

I now ask all optionholders in attendance that have not already voted to vote on the Option Scheme Resolution by marking your voting card. A representative of Automic will be collecting your voting card at the conclusion of this meeting.

If you have any questions regarding the voting process, please do not hesitate to ask an Automic representative.

(Once voting has appeared to reach a close)

It appears as though the voting process has completed. I therefore declare the poll closed and note that no more votes will be counted toward the resolution proposed at this meeting. I now ask that optionholders please remain for a few minutes while I explain the next steps of this process.

NEXT STEPS As with the Share Scheme, the results of the poll for the Option Scheme Meeting will be announced to the ASX after this meeting. If the requisite majorities of Optionholders

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OTHER BUSINESS

approve the Option Scheme Resolution, the Option Scheme will be taken to be approved by Optionholders.

If the Option Scheme Resolution is passed by the requisite majorities, and all other remaining conditions are satisfied or waived, then African Gold will apply to the Supreme Court of Western Australia for orders approving the Option Scheme, together with the Share Scheme.

As outlined in respect of the Share Scheme, any African Gold Securityholder who wishes to oppose the approval of the Option Scheme by the Court may do so by filing and serving the requisite documents in the manner and within the timeframe described at the Share Scheme Meeting.

There are no other matters of business notified for consideration at this Option Scheme Meeting. Therefore, that concludes the formal business of the Option Scheme Meeting. Thank you very much for your attendance here today. On behalf of the Board, I thank you for your support of African Gold.

I now declare the Option Scheme Meeting closed.

Option Scheme Meeting CLOSED at approximately ___am (AWST).