Montage Gold Corp. (TSX-V: MAU) (OTCQX: MAUTF) is pleased to announce the closing of its previously announced brokered private placement of 102,857,143 common shares of the Company at a price of C$1.75 per Common Share for gross proceeds of C$180 million.

The Offering was led by Stifel and SCP Resource Finance LP as co-lead agents and joint bookrunners, on behalf of a syndicate of agents including Cormark Securities Inc., Raymond James Ltd., and Beacon Securities Limited. Following completion of the Offering, Trusts controlled by the Lundin family (the “Lundin Family Trusts”) and Zijin Mining Group Co. Ltd. (together with its affiliates, “Zijin”) now hold ownership interests in Montage of 19.9% and 9.9%, respectively.

The net proceeds of the Offering will be used for development expenditures at the Company’s Koné Project, exploration, and for working capital and general corporate purposes.

In consideration of the services rendered by the Agents in connection with the Offering, the Company paid the Agents a cash commission equal to C$2,091,496.23 representing 5% of the gross proceeds from the Offering (other than in respect of the Common Shares subscribed for by the Lundin Family Trusts, Zijin and the majority of the president’s list subscribers, for which no commission was payable).

The Common Shares issued pursuant to the Offering were issued pursuant to available exemptions from the registration and prospectus requirements of applicable securities legislation and are subject to a four-month hold period under applicable Canadian securities laws commencing on the Closing and expiring on December 15, 2024. The Offering remains subject to final approval of the TSX Venture Exchange.

The investment by the Lundin Family Trusts and insiders of the Company in the Offering constitute “related party transactions” within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions (“MI 61–101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of such investments as the fair market value (as determined under MI 61- 101) of the respective investments is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101). A material change report was not filed by the Company at least 21 days before the closing of the Offering, as the Company was seeking to close expeditiously to confirm funds for the Offering. In the view of the Company, this approach is reasonable in the circumstances. The Offering was approved by all of the independent directors of the Company.

The Common Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT MONTAGE GOLD CORP.

Montage Gold Corp. (TSXV: MAU) is a Canadian-listed company focused on becoming a premier multi-asset African gold producer, with its flagship Koné project, located in Côte d’Ivoire, at the forefront. Based on the Feasibility Study published in 2024, the Koné project has an estimated 16-year mine life, low AISC of $998/oz over its life of mine, and sizeable annual production of +300koz of gold over the first 8 years. Over the course of 2024, the Montage management team will be leveraging their extensive track record in developing projects in Africa to progress the Koné project towards a construction launch, thereby unlocking significant value for all its stakeholders.

TECHNICAL DISCLOSURE

The Koné and Gbongogo Main Mineral Resource Estimates were carried out by Mr. Jonathon Abbott of Matrix Resource Consultants of Perth, Western Australia, who is considered to be independent of Montage Gold. Mr. Abbott is a member in good standing of the Australian Institute of Geoscientists and has sufficient experience which is relevant to the commodity, style of mineralization under consideration and activity which he is undertaking to qualify as a Qualified Person under NI 43–101.

The Mineral Reserve Estimate was carried out by Ms. Joeline McGrath of Carci Mining Consultants Ltd., who is considered to be independent of Montage Gold. Ms. McGrath is a member in good standing of the Australian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the work which she is undertaking to qualify as a Qualified Person under NI 43–101.