MY.CN · 2023-03-22 12:00:00

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES September 2018 Page 1 FORM 9 NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES (or securities convertible or exchangeable into listed securities1)

Corporate Updates

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 1

FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED

SECURITIES

(or securities convertible or exchangeable into listed securities1)

Name of Listed Issuer: Symbol(s):

Montego Resources Inc. (the “Issuer”). MY

Date: 2023/03/22 Is this an updating or amending Notice: Yes XNo

If yes provide date(s) of prior Notices: ________________________.

Issued and Outstanding Securities of Issuer Prior to Issuance: 5,049,822 .

Pricing

Date of news release announcing proposed issuance: 2023/01/24______________ or

Date of confidential request for price protection: ________________

Closing Market Price on Day Preceding the news release: $0.05_________ or

Day preceding request for price protection: __________________

Closing

Number of securities to be issued: Up to 20,000,000 Units_________________

Issued and outstanding securities following issuance: Up to 25,049,822____

Instructions:

1. For private placements (including debt settlement), complete tables 1A and 1B in

Part 1 of this form.

2. Complete Table 1A – Summary for all purchasers, excluding those identified in Item

3. Complete Table 1B – Related Persons only for Related Persons

4. If shares are being issued in connection with an acquisition (either as consideration

or to raise funds for a cash acquisition) please proceed to Part 2 of this form.

5. An issuance of non-convertible debt does not have to be reported unless it is a

significant transaction as defined in Policy 7, in which case it is to be reported on

Form 10 – Notice of Proposed Transaction

6. Post the completed Form 9 to the CSE website in accordance with Policy 6 –

Distributions. In addition, the completed form must be delivered to

[email protected] with an appendix that includes the information in Table 1B for

ALL placees.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 2

Part 1. Private Placement

Table 1A – Summary

Each jurisdiction in which

purchasers reside

Number of

Purchasers

Price per

Security

Total dollar value

(CDN$) raised in

the jurisdiction

Unknown at this time.

Total number of purchasers:

Total dollar value of distribution in all jurisdictions:

Table 1B – Related Persons

Full Name

&Municipali

ty of

Residence

of Placee

Number of

Securities

Purchased

or to be

Purchased

Purchase

price per

Security

(CDN$)

Conversion

Price (if

Applicable)

(CDN$)

Prospectus

Exemption

TotalSecurities

Previously

Owned,

Controlled or

Directed

Payment

Date(1)

Describe

relations

-hip to

Issuer (2)

N/A

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as

defined in Policy 7, in which case it is to be reported on Form 10.

1. Total amount of funds to be raised: Up to $1,000,000.00 .

2. Provide full details of the use of the proceeds. The disclosure should be

sufficiently complete to enable a reader to appreciate the significance of the

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 3

transaction without reference to any other material. General working capital

and the Company’s Property .

3. Provide particulars of any proceeds which are to be paid to Related Persons

of the Issuer: N/A

4. If securities are issued in forgiveness of indebtedness, provide details of the

debt agreement(s) or and the agreement to exchange the debt for securities.

5. Description of securities to be issued:

(a) Class Common Shares .

(b) Number Up to 20,000,000 .

(d) Voting rights One share equals one vote

6. Provide the following information if warrants, (options) or other convertible

securities are to be issued:

(a) Number Up to 20,000,000 .

(b) Number of securities eligible to be purchased on exercise of

warrants (or options) Up to 20,000,000

(d) Expiry date 36 months from the date of issuance

7. Provide the following information if debt securities are to be issued:

(a) Aggregate principal amount N/A .

(b) Maturity date .

(d) Conversion terms .

(e) Default provisions .

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 4

8. Provide the following information for any agent’s fee, commission, bonus or

finder’s fee, or other compensation paid or to be paid in connection with the

placement (including warrants, options, etc.): N/A

(a) Details of any dealer, agent, broker or other person receiving

compensation in connection with the placement (name , and i f a

corporation, identify persons owning or exercising voting control

over 20% or more of the voting shares if known to the Issuer): .

(b) Cash .

(d) Other .

(e) Expiry date of any options, warrants etc. .

(f) Exercise price of any options, warrants etc. .

9. State whether the sales agent, broker, dealer or other person receiving

compensation in connection with the placement is Related Person or has any

other relationship with the Issuer and provide details of the relationship N/A

10. Describe any unusual particulars of the transaction (i.e. tax “flow through”

shares, etc.).

N/A .

11. State whether the private placement will result in a change of control.

N/A .

12. Where there is a change in the control of the Issuer resulting from the

issuance of the private placement s hares, indicate the names of the new

controlling shareholders. N/A

13. Each purchaser has been advised of the applicable securities legislation

restricted or seasoning period. All certificates for securities issued which are

subject to a hold period bear the appropriate legend restricting their transfer

until the expiry of t he applicable hold period required by National Instrument

45-102 Resale of Securities. N/A

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 5

Part 2. Acquisition N/A

1. Provide details of the assets to be acquired by the Issuer (including the

location of the assets, if applicable). The disclosure should be sufficiently

complete to enable a reader to appreciate the significance of the transaction

without reference to any other material:

2. Provide details of the acquisition including the date, parties to and type of

agreement (eg: sale, option, license etc.) and relationship to the Issuer.The

disclosure should be sufficiently complete to enable a reader to appreciate

the significance of the acquisition without reference to any other material:

3. Provide the following information in relation to the total consideration for the

acquisition (including details of all cash, securities or other consideration) and

any required work commitments:

(a) Total aggregate consideration in Canadian dollars: .

(b) Cash: .

(d) Other: .

(e) Expiry date of options, warrants, etc. if any: .

(f) Exercise price of options, warrants, etc. if any: .

(g) Work commitments: .

4. State how the purchase or sale price was determined (e.g. arm’s-length

negotiation, independent committee of the Board, third party valuation etc).

5. Provide details of any appraisal or valuation of the subject of the acquisition

known to management of the Issuer:

6. The names of parties receiving securities of the Issuer pursuant to the

acquisition and the number of securities to be issued are described as

follows:

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 6

Name of

Party (If not

individual,

name all

insiders of

the Party)

Number

and Type

Securities

to be

Issued

Dollar

value per

Security

(CDN$)

Conversion

price (if

applicable)

Prospectus

Exemption

Total

Securities,

Previously

Owned,

Controlled or

Directed by

Party

Describe

relationship

to Issuer(1)

(1) Indicate if Related Person

7. Details of the steps taken by the Issuer to ensure that the vendor has good

title to the assets being acquired:

8. Provide the following information for any agent’s fee, commission, bonus or

finder’s fee, or other compensation paid or to be paid in co nnection with the

acquisition (including warrants, options, etc.):

(a) Details of any dealer, agent, broker or other person receiving

compensation in connection with the acquisition (name, andif a

corporation, identify persons owning or exercising voting c ontrol

over 20% or more of the voting shares if known to the Issuer):

(b) Cash .

(d) Other .

(e) Expiry date of any options, warrants etc.

(f) Exercise price of any options, warrants etc. .

9. State whether the sales agent, broker or other person receiving compensation

in connection with the acquisition is a Related Person or has any other

relationship with the Issuer and provide details of the relationship.

10. If applicable, indicate whether the acquisition is the acquisition of an interest

in property contiguous to or otherwise related to any other asset acquired in

the last 12 months.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 7

Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been

duly authorized by a resolution of the board of directors of the Issuer to sign

this Certificate of Compliance on behalf of the Issuer.

2. As of the date hereof there is not material information concerning the Issuer

which has not been publicly disclosed.

3. the Issuer has obtained the express written consent of each applicable

individual to:

(a) the disclosure of their information to the Exchange pursuant to this Form

or otherwise pursuant to this filing; and

(b) the collection, use and disclosure of their information by the Exchange in

the manner and for the purposes described in Appendix A or as otherwise

identified by the Exchange, from time to time

4. The undersigned hereby certifies to the Exchang e that the Issuer is in

compliance with the requirements of applicable securities legislation (as such

term is defined in National Instrument 14 -101) and all Exchange

Requirements (as defined in CSE Policy 1).

5. All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated March 22, 2023 .

Kelly Abbott

Name of Director or Senior

Officer

/S/ Kelly Abbott

Signature

CEO

Official Capacity

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 8

Appendix A

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and

agents (collectively, “CSE or the “Exchange”) collect and use the information

(which may include personal or other information) which has been provided in

Form 9 for the following purposes:

•

• To determine whether an individual is suitable to be associated with a

Listed Issuer;

• To determine whether an issuer is suitable for listing;

• To determine whether allowing an issuer to be listed or allowing an

individual to be associated with a Listed Issuer could give rise to

investor protection concerns or could bring the Exchange into

disrepute;

• To conduct enforcement proceedings;

• To ensure compliance with Exchange Requirements and applicable

securities legislation; and

• To fulfil the Exchange’s obligation to regulate its marketplace.

The CSE also collects information, including personal information, from other

sources, including but not limited to securities regulatory authorities, law

enforcement and self-regulatory authorities, regulation service providers and their

subsidiaries, affiliates, regulators and agents. The Exchange may disclose

personal information to these entities or otherwise as provided by law and they

may use it for their own investigations.

The Exchange may use third parties to process information or provide other

administrative services. Any third party will be obliged to adhere to the security

and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange

and that is retained b y The Exchange is kept in a secure environment. Only

those employees who need to know the information for the purposes listed above

are permitted access to the information or any summary thereof. Employees are

instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have

identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our

practices, please write the Chief Privacy Officer, Canadian Securities Exchange,

220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.

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