Mr. Martino De Ciccio reports

MONTAGE GOLD SECURES US$825 MILLION FINANCING PACKAGE FOR THE CONSTRUCTION OF ITS KONE PROJECT IN COTE D'IVOIRE

Montage Gold Corp. has entered into final documentation with both Wheaton Precious Metals International Ltd. (a wholly owned subsidiary of Wheaton Precious Metals Corp.) and Zijin Mining Group Co. Ltd. (through its subsidiary and non-operating division) with respect to an aggregate $825-million (U.S.) financing package to finance the development of its flagship Kone project in Ivory Coast, which is set to become West Africa's next sizable, long-life, low production-cost gold mine.

The financing package is well aligned with Montage's goal of obtaining significant financial and strategic flexibility while minimizing equity dilution. The financing package increases Montage's liquidity sources to $968-million (U.S.), inclusive of its $143-million (U.S.) cash position as at Sept. 30, 2024, and is composed of the following instruments:

• $625-million (U.S.) gold stream provided by Wheaton;
• $75-million (U.S.) senior secured loan facility provided by Wheaton;
• $75-million (U.S.) fully redeemable subordinated gold stream provided by Zijin;
• $50-million (U.S.) senior secured loan facility provided by Zijin.

Martino De Ciccio, chief executive officer of Montage, commented: "Today's announced $825-million (U.S.) funding package for the construction of our flagship Kone project in Cote d'Ivoire provides significant funding headroom, ahead of launching our construction, as it increases our liquidity sources to approximately $970-million (U.S.). Moreover, it is the culmination of an exhaustive financing process which generated strong interest given the high-quality nature of our project coupled with management's proven construction track record.

"This funding package is well aligned with our goal of pursuing the optimal financing solution, which maximizes key valuation per share metrics, by considering both the cost of capital and equity dilution, alongside other important considerations such as retaining exploration upside and maintaining significant strategic, financial and operating flexibility.

"Furthermore, we are extremely pleased to have concluded our financing through the formation of strategic partnerships with both Wheaton and Zijin, who share our vision of creating a premier African gold producer. With the financing milestone now achieved, we look forward to soon launching the construction of our Kone project, which is set to become West Africa's next sizable, long-life, low-production-cost gold mine, and poised to unlock value for all stakeholders."

Randy Smallwood, president and chief executive officer of Wheaton, commented: "With essential permits in place coupled with its impressive scale, we believe the Kone project stands out as one of the premier gold assets in Africa, and we are very pleased to partner with Montage to deliver a full financing package for its development. Supported by strong shareholder backing from the Lundin Group and Zijin Mining, the Kone project is expected to significantly boost Wheaton's near-term annual gold production and further strengthen our peer-leading growth trajectory. We look forward to collaborating with Montage's outstanding team, whose extensive experience in West Africa had driven remarkable progress in derisking the project and advancing it towards construction."

Financing package details

$625-million (U.S.) gold stream from Wheaton

Upfront consideration: Wheaton will pay Montage a total upfront cash consideration of $625-million (U.S.) in four equal instalment payments during construction, subject to certain customary conditions.

Streamed metal percentage: Under the agreement, Wheaton will purchase 19.5 per cent of the payable gold from the core area of interest until 400,000 ounces of gold have been delivered, thereafter dropping to 10.8 per cent of the payable gold from the core area of interest until an additional 130,000 ounces of gold have been delivered, at which point the Wheaton stream will be reduced to 5.4 per cent of the payable gold from the core area of interest for the life of the mine. Based on a stream crediting mechanism, Montage can, however, reduce the Wheaton stream deliveries to nil following the second drop-down threshold if payable gold reasonably expected to be delivered from the core area of interest has been previously delivered under the stream from areas outside of the core area of interest. Furthermore, Montage can accelerate its deleveraging with flexibility to deliver in excess of its minimum required commitments. Payable gold is calculated using a fixed payable factor of 99.9 per cent.

Core area of interest: The Kone and Gbongogo deposits, based on a $2,500-(U.S.)-per-ounce pit shell, plus a 500-metre boundary, resulting in Montage retaining significant exploration upside as more than 50 exploration targets have been identified on the property.

Ore from within a 100-kilometre expanded area of interest will be subject to the stream if that ore is processed at the Kone mineral processing facility, until such time following the second drop-down threshold that ounces received under the stream from the expanded area of interest are equal to the remaining ounces from the core area of interest, at which point the stream percentage will be reduced to nil. If, at any point after that, the remaining ounces from the core area of interest exceed the ounces received from the expanded area of interest, Wheaton will continue receiving 5.4 per cent of payable gold from the core area of interest for the remaining life of mine.

Production payments: For Montage to participate in the gold price upside, there will be a price adjustment mechanism in place, for the first five years after the signing of the precious metal purchase agreement, as described below, and afterward, Wheaton will make continuing payments for the gold ounces delivered equal to 20 per cent of the spot price of gold:

• Less than $1,800: 20 per cent of $2,100 less 25 per cent of the difference between $2,100 and $1,800, less 30 per cent of the difference between $1,800 and the spot price of gold;
• $1,800 to $2,100: 20 per cent of $2,100, less 25 per cent of the difference between $2,100 and spot price of gold;
• $2,100 to $2,700: 20 per cent of the spot price of gold;
• $2,700 to $3,000: 20 per cent of $2,700, plus 25 per cent of the difference between the actual spot price of gold and $2,700;
• Greater than $3,000: 20 per cent of $2,700, plus 25 per cent of the difference between $3,000 and $2,700, plus 30 per cent of the difference between the actual spot price of gold and $3,000.

Other considerations:

• Montage is expected to comply in all material respects with the International Finance Corp.'s Performance Standards on Environmental and Social Sustainability, the Global Industry Standard on Tailings Management, and WPMI's Partner/Supplier Code of Conduct, which outline Wheaton's expectations in regard to environmental, social and governance matters.
• The Wheaton stream will include a customary completion test based on expected gold production and expected mining rates.
• In the event of a change of control prior to the earlier of completion and Dec. 31, 2026, Montage will have an option to buy back one-third of the Wheaton stream.
• Wheaton has also obtained a right of first refusal on any future precious metal streams, royalty, prepay or similar transactions on the Kone project for a five-year period, which will be limited to the area of interest thereafter.
• There is no obligations for Montage to enter into a hedging program.

$75-million fully redeemable subordinated gold stream from Zijin

Upfront consideration: Upfront cash consideration of $75-million (U.S.) to be drawn by Montage during the 24-month availability period. The proceeds will be allocated to cover project costs, working capital requirements, exploration, and financing fees for the development, construction and operation of the Kone project.

Area of interest: The Kone and Gbongogo deposits are based on a $2,500-(U.S.)-per-ounce pit shell, plus a 500-metre boundary.

Streamed metal percentage: Zijin will receive 3.1 per cent of the payable gold from the Kone project until 54,000 ounces of gold have been delivered, after which Zijin will receive 1.3 per cent of gold production for the remaining life of the mine, unless the Zijin stream is redeemed according to the buyback terms summarized below and as further specified in the Zijin stream agreement.

The Zijin stream is fully redeemable under the following buyback options.

First buyback option: At the later of: (i) Dec. 31, 2029; (ii) 30 months from steady state production; and (iii) delivery of an aggregate amount of 31,750 ounces of gold, Montage may pay to Zijin a cash consideration of a minimum of $23-million (U.S.) plus an additional amount, if required, to provide to Zijin a 10-per-cent internal rate of return (based on a $2,000-(U.S.)-per-ounce gold price) whereby:

• The stream percentage is reduced by 50 per cent (from 3.1 per cent to 1.55 per cent and from 1.3 per cent to 0.65 per cent, respectively);
• The drop-down threshold is reduced to 42,750 ounces of gold.

Second buyback option: At the later of: (i) Dec. 31, 2030; (ii) 42 months from steady state production; and (iii) delivery of an aggregate amount of 36,500 ounces of gold (or an aggregate amount of 40,700 ounces of gold if the first buyback is not exercised prior to the second buyback), Montage may pay to Zijin cash consideration of a minimum of $30-million (U.S.) plus an additional amount, if required, to provide to Zijin a 10-per-cent IRR (based on a $2,000-(U.S.)-per-ounce gold price), whereby the Zijin stream will be terminated.

Production payments: Zijin will make continuing payments for the gold ounces delivered equal to 20 per cent of the applicable gold spot price.

The security granted to Zijin for the Zijin stream shall be second ranking and fully subordinated to any senior facilities, and certain security will terminate once the uncredited deposit under the Zijin stream has been reduced to nil.

$75-million (U.S.) loan facility from Wheaton

Wheaton will provide Montage with a secured Wheaton loan facility on the following terms:

• Draw sequence: expected to be drawn last and if required;
• Facility amount: $75-million (U.S.), available following receipt of the fourth instalment of the Wheaton stream and for three years from closing;
• Use of loan: proceeds to be allocated to project costs, including any costs overruns;
• Commitment fees: 1.5-per-cent-per-year standby fee applicable from receipt of the first instalment of the Wheaton stream;
• Interest rate: three-month Chicago Mercantile Exchange term secured overnight financing rate plus 7.75 per cent per year;
• Maturity and repayment: bullet repayment at maturity falling six years from first drawdown; Montage may, without penalty and at any time, prepay the Wheaton loan facility in whole or in part.

$50-million (U.S.) loan facility from Zijin

Zijin will provide Montage with a secured Zijin loan facility on the following terms:

• Facility amount: $50-million (U.S.), available for three years from closing;
• Use of loan: proceeds to be allocated to project costs, working capital requirements and financing fees for the development, construction and operation of the Kone project, plus general and administrative, exploration, and corporate costs;
• Upfront and commitment fees: none;
• Interest rate: CME term secured overnight financing rate floored at 2.50 per cent plus 4.00 per cent per year;
• Maturity and repayment: repaid through: (i) 70-per-cent amortization repayments across 24 equal quarterly instalments commencing after expiry of the availability period; and (ii) a 30-per-cent balloon repayment at maturity falling nine years from closing; a cash sweep of 10 per cent of the excess cash flows shall be applied, following the first repayment date, to repayment of the instalments; Montage may, without penalty and at any time, prepay the Zijin loan facility in whole or in part.

Closing of the loan facilities and the streams is subject to closing conditions as set forth in the definitive agreements, and is expected to be satisfied in the coming weeks.

Advisers

HCF International Advisors Ltd. served as financial adviser to Montage. Norton Rose Fulbright is acting as legal adviser.

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 has an estimated 16-year mine life and sizable annual production of 300-plus ounces 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.

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 which is relevant to the commodity, style of mineralization under consideration and activity which 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 which is relevant to the work which 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/quality control programs, and the interpretation thereof, and the assumptions and methods used to develop the mineral reserve estimate for the Kone gold project, please see the updated feasibility study, 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.

Qualified person statement

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

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