Montage Gold signs deed to acquire African Gold

Executive Summary

• Montage Gold Corp. has entered into a binding scheme implementation deed to acquire the remaining issued share capital of African Gold Ltd. that it does not already own via an Australian court-approved scheme of arrangement.
• The transaction adds African Gold's high-quality, resource-stage Didievi project in Ivory Coast to Montage's portfolio, strengthening its presence in the region alongside its Kone project.
• The implied fully diluted equity value purchased by Montage is approximately $170 million (U.S.), with an exchange ratio of 0.0628 Montage shares for each African Gold share, representing a 54% premium to African Gold's 10-day VWAP.

Key Details

• Transaction Structure: Acquisition of all African Gold shares not already owned by Montage via a court-sanctioned scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth).
• Exchange Ratio: 0.0628 of a Montage common share for each African Gold fully paid ordinary share.
• Consideration/Value: Implied offer price of 50 Australian cents per African Gold share; implied fully diluted equity value of approximately $170 million (U.S.).
• Existing Stake: Montage currently holds 92,377,787 ordinary shares of African Gold (17.3% stake), acquired previously via a share exchange at 7 Australian cents per share.
• New Share Issuance: Montage will issue a total of 27,685,392 common shares to existing African Gold shareholders (excluding Montage).
• Post-Transaction Ownership: Existing African Gold shareholders (excluding Montage) will own approximately 7.8% of the combined company on a fully diluted in-the-money basis (or 7.1% of issued and outstanding shares).
• Option Treatment: Existing African Gold options will be cancelled and exchanged for equivalent Montage options on substantially the same economic terms, or exercised into African Gold shares and acquired by Montage.
• Didievi Project Resource: The Blaffo Guetto deposit at Didievi hosts an inferred resource of 12.4 million tonnes at 2.5 grams per tonne gold, containing 989,000 ounces of gold (increased from 4.93 million tonnes at 2.9 g/t Au, or 452,000 ounces).
• Drilling Updates: A 40,000-metre drilling program is underway at Didievi, and metallurgical tests have been performed.
• Closing Conditions: Includes shareholder approval (75% majority), Australian court approval, independent expert report, TSX approval, and absence of material adverse changes.
• Deal Protections: Includes no-talk/no-due diligence provisions, matching rights, a 1% break fee payable by African Gold, and a 5% reverse break fee payable by Montage.
• Timetable: Scheme meetings expected in early April 2026, with implementation expected before the end of April 2026.

Notable Quotes

• Martino De Ciccio, CEO of Montage Gold: "With the build of our Kone project tracking on budget and well on schedule, we are pleased to further enhance our portfolio through the addition of the high-quality Didievi project, thereby strengthening our presence in Ivory Coast."
• Adam Oehlman, CEO of African Gold: "This transaction positions our shareholders to benefit from Montage's exploration and construction expertise while gaining exposure to the near-term production of the Kone project."