Option Cancellation Without Shareholder Vote Raises Questions in African Gold Acquisition

ASX Waiver Unlocks Option Cancellation Without Shareholder Approval

African Gold Limited (ASX – A1G) has announced a significant regulatory development in its proposed acquisition by Montage Gold Corp (TSX – MAU). The Australian Securities Exchange (ASX) has granted African Gold a waiver from Listing Rule 6.23.2, allowing the company to cancel certain outstanding options without requiring shareholder approval. This waiver is a crucial enabler for the planned scheme of arrangement under which Montage Gold will acquire all fully paid ordinary shares in African Gold.

Details of the Option Cancellation and Consideration

The waiver permits the cancellation of two categories of options. The Scheme Options, which are unquoted options expiring in late 2027 and mid-2028, will be cancelled in exchange for new options in Montage Gold on substantially similar terms. Meanwhile, the Non-Scheme Options; those with a $0.05 exercise price expiring in December 2026; will be cancelled for cash consideration. This dual approach ensures a smooth transition of option holders into the new ownership structure or a cash exit, depending on their holdings.

Conditions and Compliance Requirements

The ASX waiver is conditional on the scheme of arrangement becoming effective and requires full disclosure of the cancellation details and consideration in the scheme booklet. African Gold must also publicly disclose the nature and effect of the waiver and its reasons for seeking it within one business day of ASX's communication, ensuring transparency for all stakeholders. This step aligns with the provisions of the Scheme Implementation Deed between African Gold and Montage Gold, signed in late November 2025.

Implications for Shareholders and the Takeover Process

By removing the need for shareholder approval on the option cancellations, the waiver streamlines the acquisition process and reduces potential delays or complications. Option holders who do not exercise their options before the record date will be subject to cancellation under the terms outlined. This development signals progress toward finalising the Montage Gold acquisition and reshaping African Gold’s capital structure.

Looking Ahead

Investors should watch for the release of the scheme booklet, which will provide comprehensive details on the option cancellations and the overall transaction. The effectiveness of the waiver and the scheme itself will be pivotal in determining the final ownership and capital structure of the combined entity.