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AFRICAN GOLD LTD. — M&A Activity 2026
Apr 8, 2026
64265_rns_2026-04-08_8aff63f5-d2b3-4b58-bf1e-1c32d60f5f27.pdf
M&A Activity
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ASX Announcement
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9 April 2026
Notice of Second Court Hearing
Notice of hearing to approve compromise or arrangement
TO: All members of African Gold Ltd (ASX:A1G) ( African Gold )
African Gold provides the following update in relation to the proposed acquisition of 100% of the issued share capital of African Gold by Montage Gold Corp. (TSX:MAU) by way of a shareholders scheme of arrangement and a related optionholders scheme of arrangement (the Schemes ).
African Gold refers to the explanatory statement released to the ASX on 6 March 2026, which includes information about the Schemes and notices of Scheme Meetings ( Scheme Booklet ). Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Booklet.
TAKE NOTICE that at not before 10.30am (AWST) on 17 April 2026,[1] the Supreme Court of Western Australia at Level 11, David Malcolm Justice Centre, 28 Barrack Street, Perth, Western Australia will hear an application by African Gold seeking the approval of a scheme of arrangement between African Gold and its shareholders ( Share Scheme ) and as between African Gold and its optionholders ( Option Scheme ) proposed by resolutions to be considered, and, if thought fit, passed at the meeting of the shareholders of African Gold to be held at 10.30am (AWST) on 13 April 2026 ( Share Scheme Meeting ) and optionholders of African Gold to be held at the later of 11.00am (AWST) and the conclusion of the Share Scheme Meeting on 13 April 2026.
If you wish to oppose the application for approval of the Share Scheme or the Option Scheme, you must file with the Supreme Court of Western Australia and serve on African Gold a notice of appearance in respect of COR 17 of 2026, in the prescribed form, together with any affidavit on which
1 The Second Court Hearing may not take place at this time and date if all of the conditions precedent to the Schemes (other than approval of the Schemes at the Second Court Hearing) have not been satisfied or waived (as applicable) before 8.00am (AWST) on Friday, 17 April 2026. Details of the conditions precedent to the Schemes are included in section 3.7 of the Scheme Booklet. For a full copy of the Scheme Booklet, refer to African Gold’s ASX announcement dated 6 March 2026 titled "Scheme Booklet registered by ASIC".
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[email protected] Principal & Registered Office: 1 of 2 african-gold.com Level 1, Suite 23, 513 Hay Street Subiaco WA 6008
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you wish to rely at the hearing. The notice of appearance and affidavit must be served on African Gold at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service of African Gold is Hamilton Locke, Level 39, 152-158 St Georges Terrace, Perth WA 6000, attention: Shaun Hardcastle.
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.
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: 2 of 2 Level 1, Suite 23, 513 Hay Street Subiaco WA 6008
[email protected] african-gold.com