Montage GOLD Closes First Tranche of Investment IN African GOLD
Press
Release
montagegold.com 1
MONTAGE GOLD CLOSES FIRST TRANCHE OF INVESTMENT IN AFRICAN GOLD
Vancouver, Canada — April 7, 2025 — Montage Gold Corp. (“Montage” or the “Company”) (TSXV: MAU, OTCQX: MAUTF) is
pleased to announce the closing of the first tranche of its previously announced strategic investment in African Gold Limited
(“African Gold”) (ASX:A1G).
The strategic partnership transaction consists of a share exchange transaction between Montage and African Gold (the “Share
Exchange Transaction”) including the issuance to Montage of 92,377,787 fully paid ordinary shares of African Gold (“African Gold
Ordinary Shares”) at deemed issue price of A$0.07 per African Gold Ordinary Share, and the issuance to African Gold of 2,026,388
common shares of Montage (“Montage Common Shares”) at a deemed issue price of C$2.87 per Montage Common Share.
Montage and African Gold have closed Tranche 1 of the Share Exchange Transaction resulting in the issuance of 46,019,641
African Gold Ordinary Shares to Montage, and the issuance to African Gold of 1,009,481 Montage Common Shares. The Montage
Common Shares issued to African Gold are subject to a 4-month hold period that expires on August 8, 2025.
In connection with the Share Exchange Transaction, Montage and African Gold have entered into a Share Subscription
Agreement, through which Montage is entitle d to certain investor rights provided that Montage maintains a 9% ownership in
African Gold until the completion of Tranche 2 and 10% thereafter. Furthermore, Montage and African Gold have entered into
a Project Rights Agreement, through which Montage is entitle d to certain project -related rights as stated in the press release
dated March 24, 2025.
The second tranche of the Share Exchange Transaction is expected to close in Q2 -2025 as it is subject to an African Gold
shareholder vote.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
ABOUT MONTAGE GOLD
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 Updated Feasibility Study
published in 2024 (the “UFS”), the Koné project has an estimated 16 -year mine life and sizeable annual production of +300koz
of gold over the first 8 years and is expected to enter production in Q2 -2027.
QUALIFIED PERSONS 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. Mrs. Bottero, EVP 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.
CONTACT INFORMATION
For Investor Relations Inquiries:
Jake Cain
Strategy & Investor Relations Manager
+44-7788-687-567
For Media Inquiries:
John Vincic
Oakstrom Advisors
+1-647-402-6375
For Regulatory Inquiries:
Kathy Love
Corporate Secretary
+1-604-512-2959
TSX.V MAU OTCQX MAUTF
montagegold.com 2
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 closing of second tranche of the Share Exchange Transaction, A1G shareholder approval, Company’s objectives of
achieving first gold pour in the second quarter of 2027; the Company’s mineral reserve and resource estimates; the timing and
amount of future production from the Koné Gold Project; anticipated mining and processing methods of the K oné Gold Project;
anticipated mine life of the Koné Gold Project.
Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There is
no assurance that any economic satellite deposits will be discovered, and if discovered ever developed or mined. There can be
no assurance that any Forward -looking 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 inherent in the preparation of mineral reserve and resource estimates and
definitive feasibility studies such as the Mineral Reserve Estimate and the UFS, and in delineating new mineral reserve and
resource estimates, including but not limited to, assumptions underlying the production estimates not being realized, incorrect
cost assumptions, unexpected variations in quantity of mineralized material, grade or recovery rates being lower than expected,
unexpected adverse changes to geotechnical or hydrogeological considerations, or expectations in that regard not being met,
unexpected failures of plant, equipment or processes (including construction equipment), delays in or increased costs for the
delivery of constru ction equipment and services, unexpected changes to availability of power or the power rates, failure to
maintain permits and licenses, higher than expected interest or tax rates, adverse changes in project parameters, unanticipat ed
delays and costs of consulting and accommodating rights of local communities, environmental risks inherent in the Côte d’Ivoire,
title risks, including failure to renew concessions, unanticipated commodity price and exchange rate fluctuations, delays in or
failure to receive access agreements or amended permits, A1G shareholders not approving the closing of the second tranche of
the Share Exchange Transaction and other risk factors set forth in the Company’s Annual Information form available at
www.sedarplus.ca, under the heading “Risk Factors”. 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 suc h
factor or the extent to which any factor, or combinatio n 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.