Montage Closes $20 Million Private Placement of Subscription Receipts
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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
Montage Closes $20 Million Private Placement of Subscription Receipts
Vancouver, British Columbia — June 30, 2022 — Montage Gold Corp. ("Montage" or the "Company")
(TSXV: MAU) is pleased to announce th e closing of its previously announced private placement offering
of 28,571,429 subscription receipts (each a “Subscription Receipt”) at an issue price of $0.70 per
Subscription Receipt for gross proceeds of approximately $20,000,000 (the "Offering"). The Offering was
led by Stifel GMP, as lead underwriter, on behalf of a syndicate of underwriters including Beacon Securities
Limited, BMO Capital Markets, and Raymond James Ltd. (collectively, the “Underwriters”).
Each Subscription Receipt is convertible into one common share in the capital of the Company (each, a
"Common Share") upon the completion of certain E scrow Release Conditions (as de fined below). The
Company shall pay the Underwriters a cash fee equal to 4.0% of the aggregate purchase price of the
Subscription Receipts sold under the Offering (other than the subscribers that were on the president' s
list) (the "Underwriting Fee").
The proceeds raised from the Offering will be used to pay the cash portion of the consideration payable
pursuant to the proposed acquisition of a 100% interest (the "Transaction") in the Mankono-Sissédougou
Joint Venture Project, which consists of three properties contiguous to the Company's Koné Gold Project
in Côte d 'Ivoire, and to fund the business plan of the Company in respect of such acquired properties
following closing of the Transaction.
The gross proceeds from the sale of the Subscription Receipts , less 25% of the Underwriting Fee and
expenses related to the Offering were deposited and will be held in escrow by Endeavor Trust Corporation,
as subscription receipt agent, pending the satisfaction or waiver of the E scrow Release Conditions, all in
accordance with the terms of the subscription receipt agreement entered into among the Company, Stifel
GMP, on behalf of the Underwriters, and Endeavor Trust Corporation (the “SRA”).
The proceeds will be released from escrow, upon notice to Endeavor Trust Corporation on or prior to 5:00
pm (Toronto time) on December 7, 2022 (the "Termination Date"), if (i) all required regulatory approvals
in connection with the Offering and the Transaction have been received, and (ii) all material conditions
precedent to the Transaction other than payment of the consideration therefor and other conditions that
can only occur upon closing have been completed or satisfied (collectively, the " Escrow Release
Conditions"). In the event that the E scrow Release Conditions are not met by the Termination Date, the
escrowed proceeds held by Endeavor Trust Corporation will be returned to the Subscription
Receiptholders on a pro rata basis and the Subscription Receipts will be cancelled.
While held in escrow, the proceeds from the sale of the Subscription Receipts will accrue interest for the
benefit of the Subscription Receiptholders as follows:
• 10.0% per annum, payable in cash (the “Cash Interest”) on the earlier of (i) the satisfaction of
the Escrow Release Conditions; and (ii) the Termination Date or such earlier date if the Escrow
Release Conditions will not be met in accordance with the SRA; and
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• 6.0% per annum payable in cash (the “Bonus Interes t”), on the two month anniversary
following the date hereof and each subsequent two month anniversary of the prior Bonus
Interest payment date (each such two month period a “Bi -Monthly Period”) until the earlier
of (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Date or such
earlier date if the Escrow Release Conditions will not be met in accordance with the SRA. For
certainty, no interest shall accrue in accordance with the foregoing and no Bonus Interest
shall be payable for any partial Bi-Monthly Period.
The Bonus Interest will be paid to the Subscription Receiptholders in lieu of the “Interest Shares” as
announced in the press release of the Company dated June 8, 2022. The settlement of such interest owing
to Subscription Receiptholders in cash rather than through the issuance of Common Shares was required
by the TSX Venture Exchange (the "TSX -V") and accordingly necessary in order to obtain the conditional
approval of the TSX-V in respect of the Offering . The interest rate and payment period for the interest
payable remains the same as previously announced.
The Subscription Receipts will not be listed on any stock exchange, though the Company has received the
conditional approval of the TSX-V to list the Common Shares issuable upon conversion of the Subscription
Receipts on the TSX-V.
Insiders of the Company participate d in the Offering . Pursuant to Multilateral Instrument 61 -101
Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Offering constitutes a
"related party transaction" given the fact insiders of the Company subscribe d for Subscription Receipts.
The Company is relying on exemptions from the formal valuation and minority approval requirements of
MI 61-101, specifically: (i) the valuation requirement of MI 61 -101 by virtue of the exemption contained
in Section 5.5(b), as the C ommon Shares are not listed on a market specified in MI 61 -101, and (ii) the
minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section
5.7(1)(a) of MI 61- 101, as the fair market value of the Subscription Receipts and the interest on the
Subscription Receipts being issued and paid do not exceed 25% of the Company 's market capitalization
(as determined under 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 Transaction. 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 Subscription Receipts and any underlying Common Shares are subject to a four- month and one day
hold period under applicable Canadian securities laws ending on October 31, 2022.
The Subscription Receipts and the underlying Common Shares have not been, and will not be, registered
under the United States 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 to, or for the account or benefit of, persons in the “United
States” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under
the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an
exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer
to buy securities to, or for the account or benefit of, persons in the United States, nor will there be any
sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT MONTAGE GOLD CORP.
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Montage is a Canadian -based precious metals exploration and development company focused on opportunities in
Côte d'Ivoire. The Company's flagship property is the Koné Gold Project, located in northwest Côte d 'Ivoire, which
currently hosts a Probable Mineral Reserve of 161.1Mt grading 0.66g/t for 3.42M ounces of gold. The Company
released the results of a definitive feasibility study (the " DFS") on the Koné Gold Project on February 14, 2022,
outlining a 15- year gold project producing 3.06M ounces of gold with average annual production of 207koz, and
peak production of 320koz. Montage has a management team and Board with significant experience in discovering
and developing gold deposits in Africa.
TECHNICAL DISCLOSURE
The mineral reserve estimate for the Koné Gold Project was carried out by Ms. 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 National Instrument 43 –101 ("NI 43-101"). The DFS was
prepared by Lycopodium Minerals Pty Ltd. and incorporates the work of Lycopodium and Specialist Consultants,
under the supervision of Sandy Hunter, MAusIMM(CP), of Lycopodium, a Qualified Person pursuant to NI 43 -101
who is independent of Montage.
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 DFS, entitled " Koné Gold Project, Côte d 'Ivoire Definitive
Feasibility Study National Instrument 43-101 Technical Report" and filed on SEDAR at www.sedar.com. Readers are
encouraged to read the DFS in its entirety, including all qualifications, assumptions and exclusions that relate to the
details summarized in this news release. The DFS is intended to be read as a whole, and sections should not be read
or relied upon out of context.
The technical contents of this press release have been approved by Hugh Stuart, BSc, MSc, a Qualified Person
pursuant to NI 43-101. Mr. Stuart is the Chief Executive Officer of the Company, a Chartered Geologist and a Fellow
of t he Geological Society of London. Mr. Stuart is not independent of Montage as he is an officer, director and
shareholder of Montage.
CONTACT INFORMATION
Hugh Stuart
Chief Executive Officer
Adam Spencer
Executive Vice President, Corporate Development
mobile: +1 (416) 804-9032
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking information and forward-looking statements within the meaning
of Canadian securities legislation (collectively, " Forward-looking Statements "). All statements, other than
statements of historical fact, constitute Forward -looking Statements. Words such as " will", "intends", "proposed"
and "expects" or similar expressions are intended to identify Forward -looking Statements. Forward looking
Statements in this press release include statements related to the timing of cl osing of the Transaction , payment of
the Cash Inter est and any Bonus Interest , the satisfaction of the Escrow Release Conditions, the proposed use of
proceeds from the Offering, the Company's resource properties and resource estimates, and the Company's plans,
focus and objectives. Forward -looking Statements involve various risks and uncertainties and are based on certain
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factors and assumptions , including those set out in the DFS . There can be no assurance that such statements will
prove to be accurate , and actual results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the Company 's expectations
include uncertainties related to fluctuations i n gold and other commodity prices, uncertainties inherent in the
exploration of mineral properties, the impact and progression of the COVID -19 pandemic and other risk factors set
forth in the Company's continuous disclosure documents filed from time to time on SEDAR. The Company undertakes
no obligation to update or revise any Forward -looking Statements, whether as a result of new information, future
events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible
for Montage to predict all of them, or assess the impact of each such factor or the extent to which any factor, or
combination of factors, may cause results to differ materially from those contained in any Forward -looking
Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety
by this cautionary statement.