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Montage Gold Corp. ("Montage" or the "Company") (TSX: MAU, OTCQX: MAUTF) is pleased to announce that the shareholders and optionholders of African Gold Limited (ASX:A1G; "African Gold") have voted in favour of the schemes of arrangement in relation to the proposed transaction between Montage and African Gold.
Pursuant to the transaction announced on November 28, 2025, Montage proposed to acquire 100% of the shares of African Gold under the share scheme arrangement ("Share Scheme") and for all of the outstanding options in African Gold to be cancelled in exchange for the issue of new Montage options under the related option scheme of arrangement ("Option Scheme")(together, the "Schemes").
The voting results satisfy two of the key remaining conditions precedent of the Schemes as set out in the Scheme Implementation Deed. The Schemes remain subject to approval by the Supreme Court of Western Australia at a hearing scheduled for Friday, April 17, 2026, and certain other customary conditions precedent as previously announced and described in the Scheme Booklet released by African Gold to the ASX on March 6, 2026 ("Scheme Booklet"). If the Court approves the Schemes and the Schemes become legally effective, implementation of the Schemes are expected to occur on or around April 29, 2026.
The anticipated timeline is set out in the table below:
| Date | Event |
| April 17, 2026 | Second Court Date for approval of the Schemes. |
| April 20, 2026 | Effective Date. Court Order lodged with ASIC and announced to ASX. African Gold Shares suspended from trading on ASX at close of trading. |
| April 22, 2026 | Record Date in respect of the Schemes. For determining entitlements to Share Scheme Consideration and Option Scheme Consideration. |
| April 29, 2026 | Implementation Date. Scheme Shares transferred to Montage and Share Scheme Consideration issued to the eligible Scheme Shareholders. Scheme Options cancelled and Option Scheme Consideration issued to the Scheme Optionholders |
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All dates are indicative only and are subject to, among other things, the satisfaction (or, where applicable, waiver) of the remaining conditions precedent under the Scheme Implementation Deed entered into by Montage and African Gold on November 28, 2025. For further details and for any changes to the above timetable, please refer to African Gold's communications.
Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Booklet.
ABOUT Montage Gold
Montage Gold Corp. (TSX: MAU) is a Canadian-listed company focused on becoming a premier African gold producer, with its flagship Koné project, located in Côte d'Ivoire, at the forefront. Based on the Updated Feasibility Study published in 2024 (the "UFS"), the Koné project has an estimated 16-year mine life and sizeable annual production of +300koz of gold over the first 8 years and is expected to enter production in late Q4-2026.
QUALIFIED PERSONS STATEMENT
The scientific and technical contents of this press release have been verified and approved by Mr. Peder Olsen, a Qualified Person pursuant to NI 43-101. Mr. Olsen, President and Chief Development Officer of Montage, is a registered Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM).
CONTACT INFORMATION
| For Investor Relations Inquiries: Jake Cain Strategy & Investor Relations Manager jcain@montagegold.com +44-7788-687-567 | For Media Inquiries: John Vincic Oakstrom Advisors john@oakstrom.com +1-647-402-6375 | For Regulatory Inquiries: Kathy Love Corporate Secretary klove@montagegold.com +1-604-512-2959 |
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FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information and forward-looking statements within the meaning of Canadian securities legislation (collectively, "Forward-looking Statements"). All statements, other than statements of historical fact, constitute Forward-looking Statements. Words such as "will", "intends", "proposed" and "expects" or similar expressions are intended to identify Forward-looking Statements. Forward-looking Statements in this press release include statements related to the timing and amount of future production from the Koné project; anticipated mine life of the Koné project; and the proposed acquisition of African Gold Limited and timing thereof.
Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There is no assurance that any economic satellite deposits will be discovered, and if discovered ever developed or mined. There can be no assurance that any Forward-looking Statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from those disclosed include failure to obtain court approval of the Schemes or to otherwise satisfy the conditions precedent under the Scheme Implementation Deed other risk factors set forth in the Company's most recent Annual Information Form available at www.sedarplus.ca, under the heading "Risk Factors". The Company undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Montage to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.
