African Gold Transfers Shares and Options to Montage at 0.0628 Ratio

Montage Takes Full Control of African Gold

African Gold Ltd (ASX:A1G) has officially handed over the reins to Montage Gold Corp following the implementation of its Share and Option Schemes of Arrangement. Approved by both shareholders and the Supreme Court of Western Australia earlier this month, the schemes saw all African Gold shares and options exchanged for new Montage securities at a ratio of 0.0628 per African Gold share or option held as of 22 April 2026.

This exchange means that eligible African Gold shareholders are now Montage shareholders, marking a decisive step in Montage’s acquisition strategy. Meanwhile, all African Gold options have been cancelled and replaced with Montage options on a one-for-one scaled basis. The transaction closes the chapter on African Gold’s independent listing, with trading suspended since 20 April and delisting expected to take effect on 30 April 2026.

Handling of Ineligible Foreign Shareholders and US Restrictions

Not all shareholders were eligible to receive Montage shares directly. Ineligible foreign shareholders’ entitlements have been aggregated and sold on the Toronto Stock Exchange by a nominee, with net proceeds to be distributed in line with the scheme’s terms. This mechanism ensures compliance with cross-border securities regulations and avoids direct issuance where legal hurdles exist.

The announcement also underscores US securities law considerations. The new Montage shares issued are not registered under the US Securities Act, restricting their transfer within the United States and imposing transfer limitations on affiliates of Montage or African Gold. This reflects the complex regulatory environment surrounding cross-border acquisitions and securities issuance.

Final Steps and Market Implications

With the schemes now fully implemented, African Gold’s ASX listing will formally end at the close of trading on 30 April. Investors who held African Gold shares will need to monitor their holdings in Montage, which trades on the TSX. The transition from an ASX-listed entity to a TSX-listed one raises questions about liquidity and valuation dynamics for former African Gold investors.

This development follows the earlier Supreme Court approval of schemes and the shareholder endorsement vote that paved the way for this takeover. The orderly implementation reflects a well-executed corporate restructuring, but the true test will be how Montage manages the combined assets and investor expectations going forward.