Montage Gold Corp. (“Montage” or the “Company”) is pleased to announce that it has launched a brokered private placement of up to 97,142,857 common shares of the Company (the “Common Shares”) at a price of C$1.75 per Common Share for aggregate gross proceeds of up to C$170 million (the “Offering”), which will include a strategic investment from Zijin Mining Group Co. Ltd. (together with its affiliates, “Zijin”), in addition to the Lundin Family Trusts increasing their stake from 17.7% to 19.9%.

Martino De Ciccio, CEO 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 multi-asset African gold producer and validate the potential of our Koné gold project in Côte d’Ivoire.

With a strengthened balance sheet, we will be well positioned to rapidly continue unlocking value for our stakeholders by progressing the Koné 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% ownership interest in Montage upon completion of the Offering, and trusts controlled by the Lundin family (the “Lundin Family Trusts”) 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% to 19.9% 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 (the “Lead Agents”), on behalf of a syndicate of agents including Cormark Securities Inc., Raymond James Ltd., and Beacon Securities Limited (collectively, the "Agents”) 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 (the “Closing”) a cash commission equal to 5% of the gross proceeds from the Offering (the “Agents’ Commission“), 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 C$20 million.

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.

The Offering is expected to close during the week of August 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 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).

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.

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.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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 ranks as one of the highest quality gold projects in Africa with a long 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.

For further details of the data verification undertaken, exploration undertaken and associated QA/QC programs, and the interpretation thereof, and the assumptions, parameters and methods used to develop the Mineral Reserve Estimate for the Koné Gold Project, please see the UFS, entitled "Koné Gold Project, Côte d'Ivoire Updated Feasibility Study National Instrument 43-101 Technical Report" and filed on SEDAR+ at www.sedarplus.ca. 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 1 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, Côte d’Ivoire. They have been crushed to 2 mm (70% passing) with 1 kilogram split out for pulverization to 75μm (85% passing) then analysed 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.