Mr. Martino De Ciccio reports

MONTAGE GOLD ENTERS INTO STRATEGIC PARTNERSHIP WITH SANU GOLD GIVEN ITS HIGHLY ATTRACTIVE EXPLORATION PROPERTIES IN GUINEA

Montage Gold Corp. has entered into a strategic partnership with Sanu Gold Corp. given its highly attractive exploration properties in Guinea, obtaining a 19.9-per-cent interest in Sanu through the issuance of 2.3 million basic shares of Montage equating to $5.5-million, joining existing strategic investor AngloGold Ashanti PLC, which acquired a 14.0-per-cent stake in Sanu in September, 2024.

Montage will be investing alongside the Lundin family and their associates who will obtain a 10.0-per-cent interest in Sanu by participating in the non-brokered private placement with an investment of $2.7-million. Through the offering, Sanu will obtain aggregate gross proceeds of approximately $10.0-million based on a share issuance price of 7.2 cents. Montage management and certain insiders also intend to participate in the offering.

Sanu owns three highly attractive gold exploration permits in Guinea, located within the Siguiri basin in proximity to AngloGold Ashanti's Siguiri gold mine, Nordgold's Lefa gold mine, Predictive Discovery's Bankan gold project and exploration tenements held by Endeavour Mining. Sanu is currently undertaking a 10,000-metre drill program at its Diguifara and Daina properties, comprising up to 120 holes, where historical exploration efforts resulted in the identification of a number of mineralized gold-bearing structures. Sanu expects to use the net proceeds of the offering to advance exploration, including geophysics and drilling, on the company's Daina, Diguifara and Bantabaye gold exploration permits, and for general and administrative purposes.

Martino De Ciccio, chief executive officer of Montage, commented: "We are very pleased to form a strategic partnership with Sanu Gold, owner of a highly prospective exploration portfolio in Guinea's Siguiri basin, which will allow Montage to leverage Sanu's established presence in the country to accelerate its greenfield exploration strategy. Furthermore, we are pleased to invest alongside the Lundin family and existing shareholders such as AngloGold Ashanti. Based on our prudent capital allocation framework, our strategic investment follows a thorough review of potential partnerships in West Africa in addition to technical due diligence. We look forward to working alongside the Sanu team to rapidly unlock exploration value for the benefit of all stakeholders.

"We continue to be pleased with the strong momentum generated across our business and look forward to unlocking significant exploration value at our flagship Kone project, in addition to sourcing future growth through greenfield exploration success. In line with this objective and further to evaluating strategic partnerships, we have also made considerable progress to stake highly prospective exploration grounds in Cote d'Ivoire to reinforce our presence in the country and leverage the expertise of our well-established exploration team."

Martin Pawlitschek, president and chief executive officer of Sanu, commented: "Sanu is excited to attract the strategic investment of both Montage, an emerging West African gold producer, and the Lundin family to its share register. Montage leadership is comprised of seasoned West African gold professionals, and this further highlights the potential of Sanu's projects in Guinea. We welcome Martino as chair to the Sanu board of directors and Silvia to our new joint technical committee, and we are confident that the relationship with Montage will bring added value to Sanu's exploration projects. We look forward to working with Montage and the Lundin family, along with our existing strategic investors in unlocking significant discoveries in Guinea."

Key terms of the strategic partnership

Montage has entered into a binding term sheet in respect of a transaction whereby Montage and Sanu will enter into an investment agreement and investor rights agreement, which will persist so long as Montage holds at least 10 per cent of the issued and outstanding Sanu common shares, with the following key terms:

• Equity swap: Montage will obtain a 19.9-per-cent ownership in Sanu, through a share exchange transaction. which results in the issuance of 76,307,155 Sanu common shares to Montage, and the issuance of 2,337,921 common shares of Montage to Sanu equating to a 0.67-per-cent ownership in Montage, for a total implied transaction consideration of $5,494,115. The share exchange transaction is based on a Montage share price of $2.35 (corresponding to the 30-day volume-weighted average price) and a Sanu share price of 7.2 cents (representing a 4-per-cent premium to the 30-day VWAP). Montage shares will be issued to Sanu under an exemption from the prospectus requirements of applicable Canadian securities laws and will be subject to a hold period of four months and one day from the date of issuance to Sanu. Any Sanu sale of Montage shares will be subject to certain notice rights to enable Montage to designate suitable purchaser(s), subject to the investor rights agreement threshold.
• Participation rights: The company will have the right to participate in future equity issuances and top-up rights to maintain Montage's ownership percentage in Sanu, payable in Montage shares, cash or a combination of either.
• Board nominee: A Montage nominee will be appointed as chairman to the board of directors of Sanu. As such, on closing of the share exchange transaction, Mr. De Ciccio, chief executive officer of Montage, will be appointed as non-executive chairman of the board of directors of Sanu.
• Joint technical committee: Silvia Bottero, executiove vice-president, exploration, at Montage, will be appointed to a newly formed joint technical committee with Sanu on the Daina and Bantabaye properties.
• Right of first refusal: There will be certain asset-level transactions for Daina and Bantabaye. Furthermore, the ROFR includes any new properties acquired by Sanu subject to the investor rights agreement threshold.

Pursuant to the existing investor rights agreement between AngloGold Ashanti and Sanu, AngloGold Ashanti will be entitled to acquire Sanu common shares in connection with the share exchange transaction and offering on equivalent terms to maintain its pro rata equity interest in Sanu. The offering includes an allocation of Sanu common shares to AngloGold Ashanti to maintain this pro rata equity interest, and in the event AngloGold Ashanti elects not to exercise its right, the allocation will be distributed to other investors.

The share exchange transaction and the offering are expected to close in the coming weeks.

About Sanu Gold Corp.

Sanu Gold owns the Daina, Diguifara and Bantabaye exploration properties located within the Siguiri basin in Guinea, West Africa. Sanu currently holds a 75-per-cent interest in each of the three properties, which remain subject to earn-in agreements. Sanu retains the right to acquire up to 85 per cent of each of the properties. The three properties are adjacent to established mining infrastructure and high-quality, multimillion-ounce deposits and producing gold mines.

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 300,000-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 financing and developing projects in Africa to progress the Kone project toward a construction launch.

Technical disclosure

Mineral resource and reserve estimates

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 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 and 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 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.

Qualified person statement

The scientific and technical contents of this press release related to Montage have been verified and approved by Silvia Bottero, BSc, MSc, a qualified person pursuant to NI 43-101. Mrs. 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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