Montage Gold Closes Second Tranche of Investment in African Gold

Rhea-AI Summary

Montage Gold Corp. has completed the second tranche of its strategic investment in African Gold Limited, marking a significant milestone in their partnership. The Share Exchange Transaction involves Montage receiving 92.38M African Gold Ordinary Shares at A$0.07 per share, while African Gold receives 2.03M Montage Common Shares at C$2.87 per share. In this second tranche, 46.36M African Gold shares were issued to Montage, and 1.02M Montage shares were issued to African Gold, subject to a hold period until October 13, 2025. Additionally, Montage secured a technical services agreement for managing operations at the Didievi Project and obtained first refusal rights for African Gold's interests in both the Didievi Project and Angoda Permit.

Positive

• Strategic partnership strengthened through share exchange transaction completion
• Montage gains operational control of Didievi Project through technical services agreement
• Secured right of first refusal for potential future acquisition of Didievi Project and Angoda Permit

Negative

• Montage shares issued to African Gold are restricted by a 4-month hold period
• Share exchange may result in dilution for existing shareholders

VANCOUVER, British Columbia, June 12, 2025 (GLOBE NEWSWIRE) -- Montage Gold Corp. (“Montage” or the “Company”) (TSX: MAU, OTCQX: MAUTF) is pleased to announce the closing of the second tranche of its previously announced strategic investment in African Gold Limited (“African Gold”) (ASX:A1G).

The strategic partnership 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 2 of the Share Exchange Transaction resulting in the issuance 46,358,146 African Gold Ordinary Shares to Montage, and the issuance to African Gold of 1,016,907 Montage Common Shares. The Montage Common Shares issued to African Gold are subject to a 4-month hold period that expires on October 13, 2025.

In conjunction with closing the second tranche of investment in African Gold, Montage has entered into a technical services agreement with African Gold in relation to the management of operations at the Didievi Project, as well as a project rights agreement under which Montage is granted a right of first refusal in respect of African Gold's rights and interests in relation to the Didievi Project and adjacent Angoda Permit, including a right to acquire the minority interests in the Didievi Project upon any future exercise of African Gold's existing right of first refusal.

ABOUT MONTAGE GOLD
Montage Gold Corp. (TSX: 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 Mr. Peder Olsen, a Qualified Person pursuant to NI 43-101. Mr. Olsen, President and Chief Development Officer of Montage, is a registered Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM).

CONTACT INFORMATION

For Investor Relations Inquiries: Jake Cain Strategy & Investor Relations Manager jcain@montagegold.com +44-7788-687-567	For Media Inquiries: John Vincic Oakstrom Advisors john@oakstrom.com  +1-647-402-6375	For Regulatory Inquiries: Kathy Love Corporate Secretary klove@montagegold.com +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 Company’s objectives of becoming a premier multi-asset producer; the timing and amount of future production from the Koné 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 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 UFS, 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 construction 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, unanticipated 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, and other risk factors set forth in the Company’s 2024 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 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.

FAQ

What is the value of Montage Gold's share exchange with African Gold Limited?

Montage will receive 92.38M African Gold shares at A$0.07 per share, while issuing 2.03M Montage shares at C$2.87 per share to African Gold.

How many shares were exchanged in the second tranche of MAUTF's investment?

In the second tranche, 46.36M African Gold shares were issued to Montage, while 1.02M Montage shares were issued to African Gold.

What rights did Montage Gold acquire regarding the Didievi Project?

Montage acquired operational management rights through a technical services agreement and right of first refusal for African Gold's interests in the Didievi Project and Angoda Permit.

When does the hold period expire for Montage shares issued to African Gold?

The 4-month hold period for Montage shares issued to African Gold expires on October 13, 2025.