Recent Gold M&A in Australia - Big Premiums on Acquisitions, page-38

A takeover wouldn't need the board to be on-side. It only requires the bidder to have 50% of the shares on issue. That party can then introduce and pass 'ordinary resolutions' at a shareholder meeting. Directors can be appointed and removed by ordinary resolution.
Among the many questions about a takeover is whether NCM could get another 40% of shares. In my view, yes, pretty easily. I think there would be many long-suffering shareholders among the ~70% in the 'General Public' category of AZY's register who would welcome the chance to make a good return now, rather than the potential for a great one in the (perhaps distant) future. Maybe not the individual insiders, but they wouldn't be needed to make up the numbers. I'm sure the banks and fundies who collectively own around 18%, would sell.

It doesn't bode well for a takeover that there has been no accumulation by NCM or any other substantial holder. If CDF (Middelkoop's fund) was happy to buy $1m worth at 4.2, why not top up at 2.9? Perhaps because those holders are doing the same sums as me and thinking there's no point buying shares now when – if AZY elects to build a mine, or just raises more money for normal operations – the price will fall markedly lower. That's why I'm waiting for the scoping study to come out. Maybe they are too.