Montage GOLD Closes Investment IN SANU GOLD
Press
Release
montagegold.com 1
MONTAGE GOLD CLOSES INVESTMENT IN SANU GOLD
Vancouver, Canada — December 31, 2024 — Montage Gold Corp. (“Montage” or the “Company”) (TSXV: MAU,
OTCQX: MAUTF) is pleased to announce the closing of its previously announced strategic partnership with Sanu Gold Corporation
(“Sanu”) (CSE:SANU; OTCQB:SNGCF), obtaining a 19.9% interest in Sanu.
The strategic partnership transaction consists of a share exchange transaction between Montage and Sanu (the “Share
Exchange Transaction”) consisting of the issuance to Montage of 76,307,155 common shares of Sanu (“Sanu Common
Shares”) at price of CAD $0.072 per Sanu Common Share, and the issuance to Sanu of 2,337,921 common shares
of Montage (“Montage Common Shares”) at a price per share of CAD $2.35 per Montage Common Share. Concurrently, Sanu
completed a non -brokered private placement (the “Offering”) of 63,351,344 Sanu Common Shares (including pursuant to
participation rights of AngloGold Ashanti plc) for gross proceeds of CAD $4,561,297. The Montage Common Shares issued to
Sanu and the Sanu Common Shares issued to Montage in the Exchange Transaction are subject to a 4 -month hold period that
expires on May 1, 2025.
Sanu expects to use the net proceeds of the Offering to advance exploration, including geophysics and drilling on Sanu’s Daina,
Diguifara and Bantabaye Gold Exploration Permits in Guinea, West Africa, and for general and administrative purposes.
In connection with the Share Exchange Transaction, Montage and Sanu have entered into an investor rights agreement, pursuant
to which Montage is entitled to certain rights, provided that Montage maintains a 10% ownership threshold in Sanu, as stated
in the press release dated December 1, 2024.
Early Warning Disclosures
Prior to the Share Exchange Transaction, Montage did not own, or exercise control or direction over, any Sanu Common Shares.
Following the Share Exchange Transaction and the Offering, and following the issuance of Sanu Common Shares to a finder of
Sanu in connection with the Share Exchange Transaction and the Offering, Montage indirectly owns, or exercises control or
direction over 76,307,155 Sanu Common Shares, representing approximately 19.9% of the issued and outstanding Sanu Common
Shares (based upon 383,453,038 issued and outstanding Sanu Common Shares as at the date hereto).
Other than as described in the press release dated December 1, 2024 with respect to its investor rights agreement with Sanu, at
this time Montage does not have any plans that would result in any of the following: (a) the acquisition of additional securi ties
of Sanu, or the disposition of securities of Sanu; (b) a corporate transaction, such as a merger, reorganization or liquid ation,
involving Sanu or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of Sanu or any of its subsidiaries;
(d) a change in the board of directors or management of Sanu, including any plans or intentions to change the nu mber or term
of directors or to fill any existing vacancy on the board; (e) a material change in the present capitalization or dividend po licy of
Sanu; (f) a material change in Sanu's business or corporate structure; (g) a change in Sanu's charter, bylaws or similar instruments
or another action which might impede the acquisition of control of Sanu by any person or company; (h) a class of securities o f
Sanu being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) Sanu ceasing to be a reporting issuer
in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; or (k) an action similar to any of those enumerated
above.
The Sanu Common Shares were acquired for investment purposes. Subject to various factors including market conditions,
Montage’s determinations from time to time as to whether the trading price of the Sanu Common Shares adequately reflects
the value of the Sanu Common Shares in relation to Sanu's activities and future prospects, and other factors and conditions
Montage deems appropriate, Montage (or an affiliate or associate thereof) may acquire additional Sanu Common Shares or may
dispose of any or all of i ts Sanu Common Shares, from time to time through, among other things, the purchase or sale of Sanu
Common Shares on the open market or in private transactions or otherwise, on such terms and at such times as Montage may
deem advisable.
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This press release is issued pursuant to National Instrument 62 -103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions i n which
Sanu is a reporting issuer containing information with respect to the foregoing matters (the "Ear ly Warning Report"). A copy of
the Early Warning Report will appear with Sanu's filings on the System for Electronic Document Analysis and Retrieval (SEDAR+).
A copy may be obtained from the Corporate Secretary of Montage at the contact details below. San u’s head office is located at
Suite 918, 1030 West Georgia Street, Vancouver, British Columbia, Canada V6E 2Y3.
Neither TSX Venture Exchange nor its Regulation Services Provider 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.
TECHNICAL DISCLOSURE
Mineral Resource and Reserve Estimates
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 Au stralian Institute of Geoscientists and has sufficient experience which is relevant to the commodity, style of
mineralisation 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.
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
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 Com pany’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 Koné Gold Project; anticipated mine life of the Koné Gold Project.
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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 acc ess agreements or amended permits, and other risk factors set forth in the Company’s 2023 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 such factor or t he 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.