The Court ordered the convening of scheme meetings for shareholders and optionholders of African Gold Ltd to consider two inter-conditional schemes of arrangement for its acquisition by Montage Gold Corp, being satisfied that all substantive and procedural requirements under s 411(1) were met. The Court confirmed that the break fee of approximately 1% of equity value was within generally accepted commercial parameters, that exclusivity provisions with fiduciary carve-outs were appropriate, that exertion payments to directors did not preclude them from making recommendations given full disclosure, and that performance risk was adequately addressed by the deed poll structure.
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