Mr. Martino De Ciccio reports

MONTAGE GOLD ANNOUNCES STRATEGIC INVESTMENT BY ZIJIN MINING; C$170M EQUITY RAISE LAUNCHED TO ADVANCE THE KONE PROJECT

Montage Gold Corp. has launched a brokered private placement of up to 97,142,857 common shares of the company at a price of $1.75 per common share for aggregate gross proceeds of up to $170-million, which will include a strategic investment from Zijin Mining Group Co. Ltd., in addition to the Lundin family trusts increasing their stake from 17.7 per cent to 19.9 per cent.

Highlights:

• $170-million equity raise launched at $1.75 per share, representing a 1.1-per-cent discount to the closing price of July 15, 2024;
• Zijin to make a strategic investment of $57.3-million to obtain a 9.9-per-cent stake in Montage as part of the equity raise;
• Lundin family trusts to invest $43.0-million to increase their stake from 17.7 per cent to 19.9 per cent as part of the equity raise.

Martino De Ciccio, chief executive officer of Montage, commented: "We are pleased to welcome Zijin as a major shareholder, following their in-depth due diligence and site visit, along with an increased investment in Montage by the Lundin family. These investments strengthen our ability to deliver on our strategy to become a premier multiasset African gold producer and validate the potential of our Kone gold project in Cote d'Ivoire.

"With a strengthened balance sheet, we will be well positioned to rapidly continue unlocking value for our stakeholders by progressing the Kone project towards an anticipated construction launch by Q1 2025, while continuing to progress our exploration strategy of delineating higher-grade targets that can be slotted into the mine plan from the commencement of the operation."

Under the offering, Zijin has agreed to purchase 32,714,829 common shares, which would result in a 9.9-per-cent ownership interest in Montage upon completion of the offering, and trusts controlled by the Lundin family have agreed to purchase 24,588,865 common shares, which will allow the Lundin trusts to increase their ownership interest in Montage from 17.7 per cent to 19.9 per cent upon completion of the offering. Insiders of the company also intend to participate in the offering.

In connection with the offering, the company has entered into an agreement with 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 Ltd., to act as its placement agents, and may compensate persons who act as finders in connection with the offering and in accordance with the policies of the TSX Venture Exchange. In consideration of the services rendered by the agents in connection with the offering, the company has agreed to pay to the agents, upon closing of the offering, a cash commission equal to 5 per cent of the gross proceeds from the offering, excluding amounts raised pursuant to participation in the offering by each of Zijin and the Lundin family trusts, as well as by subscribers identified on the company's president's list, which is expected to represent an aggregate subscription amount of up to $20-million.

The net proceeds of the offering will be used for development expenditures at the company's Kone project and exploration, and for working capital and general corporate purposes.

The offering is expected to close during the week of Aug. 12, 2024, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the acceptance of the TSX Venture Exchange. The common shares issued pursuant to the offering will be subject to a four-month hold period under applicable Canadian securities laws commencing on the closing.

The investment by the Lundin trusts and insiders of the company in the offering constitutes related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 per cent of the company's market capitalization (as determined in accordance with MI 61-101).

Subject to applicable regulatory requirements, the common shares issued pursuant to the offering will be offered for sale to purchasers resident in Canada and other qualifying jurisdictions, in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

About Montage Gold Corp.

Montage is a Canadian-listed company focused on becoming a premier multiasset African gold producer, with its flagship Kone project, located in Ivory Coast, at the forefront. Based on the feasibility study published in 2024, the Kone project ranks as one of the highest-quality gold projects in Africa, with a long 16-year mine life, low AISC (all-in sustaining cost) of $998 per ounce (oz) over its life of mine and sizable annual production of over 300,000 oz of gold over the first eight years. Over the course of 2024, the Montage management team will be leveraging its extensive record in developing projects in Africa to progress the Kone project toward a construction launch, thereby unlocking significant value for all its stakeholders.

Technical disclosure

The Kone and Gbongogo Main mineral resource estimates were carried out by Jonathon Abbott, of Matrix Resource Consultants, of Perth, Western Australia, who is considered to be independent of Montage. Mr. Abbott is a member in good standing of the Australian Institute of Geoscientists, and has sufficient experience that is relevant to the commodity, style of mineralization under consideration and activity that he is undertaking to qualify as a qualified person under National Instrument 43-101.

The mineral reserve estimate was carried out by Joeline McGrath, of Carci Mining Consultants Ltd., who is considered to be independent of Montage. Ms. McGrath is a member in good standing of the Australian Institute of Mining and Metallurgy and has sufficient experience that is relevant to the work that she is undertaking to qualify as a qualified person under NI 43-101.

For further details of the data verification undertaken, exploration undertaken, and associated quality assurance and quality control (QA/QC) programs, and the interpretation thereof, and the assumptions, parameters and methods used to develop the mineral reserve estimate for the Kone gold project, please see the updated feasibility study (UFS), entitled, "Kone Gold Project, Cote d'Ivoire Updated Feasibility Study National Instrument 43-101 Technical Report," and filed on SEDAR+. Readers are encouraged to read the UFS in its entirety, including all qualifications, assumptions and exclusions that relate to the details summarized in this news release. The UFS is intended to be read as a whole, and sections should not be read or relied upon out of context.

Samples used for the results described above come from diamond drilling holes and are based on a one-metre composite sample. Core samples have been cut in two by core blade at the camp facilities then shipped by road to Bureau Veritas facility in Abidjan, Ivory Coast. They have been crushed to two millimetres (mm) (70 per cent passing) with one kilogram split out for pulverization to 75 micrometres (85 per cent passing) then analyzed by fire assay using a 50-gram charge.

Field duplicate samples are taken, and blanks and standards are added to every batch submitted. QA/QC has been approved in line with industry standards and interpretations reviewed by the qualified person.

Qualified person

The scientific and technical contents of this news release have been verified and approved by Silvia Bottero, BSc, MSc, a qualified person pursuant to NI 43-101. Mrs. Bottero, executive vice-president of exploration of Montage, is a registered professional natural scientist with the South African Council for Natural Scientific Professions (SACNASP), a member of the Geological Society of South Africa and a member of AusIMM.

Required early warning disclosure

Prior to Zijin's agreement to purchase 32,714,829 common shares, Zijin beneficially owned and had control and direction over an aggregate of 782,000 common shares, representing approximately 0.3 per cent of the issued and outstanding common shares. Upon completion of the offering, Zijin will acquire an additional 32,714,829 common shares, and will beneficially own and have control and direction over an aggregate of 33,496,829 common shares, representing approximately 12.2 per cent of the issued and outstanding common shares. Assuming completion of the offering and the issuance of an aggregate of 97,142,857 common shares, the 33,496,829 common shares owned by Zijin will represent 9.9 per cent of the issued and outstanding common shares. The cash consideration to be paid by Zijin for the aggregate of 32,714,829 common shares is $1.75 per common share, for total consideration of approximately $57.3-million.

Zijin is acquiring the common shares for investment purposes. In the future, Zijin may, from time to time, increase or decrease its investment in Montage through market transactions, private arrangements, treasury issuances or otherwise.

An early warning report containing additional information with respect to the foregoing matters will be filed under Montage's SEDAR+ profile and may also be obtained by contacting Sandy Kansky, at 604-689-7842.

Montage's head office is located at Suite 2800, Four Bentall Centre, 1055 Dunsmuir St., Vancouver, B.C., V7X 1L2. Zijin is making its strategic investment in Montage through its wholly owned subsidiary, Jin Huang Mining Co. Ltd., the head office of which is located at Unit 7503A, Level 75, International Commerce Centre, 1 Austin Rd. W, Kowloon, Hong Kong.

We seek Safe Harbor.