/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Aug. 14,
2024 /CNW/ - Montage Gold Corp. ("Montage" or
the "Company") (TSXV: MAU, OTCQX: MAUTF) is pleased to announce
the closing of its previously announced brokered private placement
of 102,857,143 common shares of the Company (the "Common Shares")
at a price of C$1.75 per Common Share
for gross proceeds of C$180
million (the "Offering").
The Offering was led by Stifel and SCP Resource Finance LP as
co-lead agents and joint bookrunners (the "Lead Agents"), on behalf
of a syndicate of agents including Cormark Securities Inc., Raymond
James Ltd., and Beacon Securities Limited (collectively, the
"Agents"). Following completion of the Offering, Trusts controlled
by the Lundin family (the "Lundin Family Trusts") and Zijin Mining
Group Co. Ltd. (together with its affiliates, "Zijin") now hold
ownership interests in Montage of 19.9% and 9.9%, respectively.
The net proceeds of the Offering will be used for development
expenditures at the Company's Koné Project, exploration, and for
working capital and general corporate purposes.
In consideration of the services rendered by the Agents in
connection with the Offering, the Company paid the Agents a cash
commission equal to C$2,091,496.23 representing 5% of the gross
proceeds from the Offering (other than in respect of the Common
Shares subscribed for by the Lundin Family Trusts, Zijin and the
majority of the president's list subscribers, for which no
commission was payable).
The Common Shares issued pursuant to the Offering were issued
pursuant to available exemptions from the registration and
prospectus requirements of applicable securities legislation and
are subject to a four-month hold period under applicable Canadian
securities laws commencing on the Closing and expiring on
December 15, 2024. The Offering
remains subject to final approval of the TSX Venture Exchange.
The investment by the Lundin Family Trusts and insiders of the
Company in the Offering constitute "related party
transactions" within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61–101 Protection of Minority Security
Holders in Special Transactions ("MI 61–101"). The Company has
relied on exemptions from the formal valuation and minority
shareholder approval requirements of MI 61–101 contained in
sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of such
investments as the fair market value (as determined under MI 61-
101) of the respective investments is below 25% of the Company's
market capitalization (as determined in accordance with 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 Offering. 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 Common Shares have not been, and will not be, registered
under the U.S. 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 in the United
States or to, or for the account or benefit of, United States persons absent registration or
any applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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.
ABOUT MONTAGE GOLD CORP.
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
Feasibility Study published in 2024, the Koné project has an
estimated 16-year mine life, low AISC of $998/oz over its life of mine, and sizeable
annual production of +300koz of gold over the first 8 years. Over
the course of 2024, the Montage management team will be leveraging
their extensive track record in developing projects in Africa to progress the Koné project towards a
construction launch, thereby unlocking significant value for all
its stakeholders.
TECHNICAL DISCLOSURE
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 Australian Institute of Geoscientists and has
sufficient experience which is relevant to the commodity, style of
mineralization 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.
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 UFS, entitled "Koné Gold Project, Côte
d'Ivoire Updated Feasibility Study National Instrument 43-101
Technical Report" and filed on SEDAR+ at www.sedarplus.ca. Readers
are encouraged to read the UFS in its entirety, including all
qualifications, assumptions and exclusions that relate to the
details summarized in this news release. The UFS is intended to be
read as a whole, and sections should not be read or relied upon out
of context.
Samples used for the results described above come from diamond
Drilling Holes and are based on 1 metre composite sample. Core
samples have been cut in two by core blade at the camp facilities
then shipped by road to Bureau Veritas facility in Abidjan, Côte d'Ivoire. They have been crushed
to 2 mm (70% passing) with 1 kilogram split out for pulverization
to 75μm (85% passing) then analysed by fire assay using a 50-gram
charge.
Field duplicate samples are taken, and blanks and standards are
added to every batch submitted. QA/QC has been approved in line
with industry standards and interpretations reviewed by the
Qualified Person.
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.
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 use of proceeds of
the Offering; receipt of approval from the TSX Venture Exchange;
the Company's mineral reserve and resource estimates; the timing
and amount of future production from the Koné Gold Project;
expectations with respect to the IRR, NPV, payback and costs of the
Koné Gold Project; anticipated mining and processing methods of the
Koné Gold Project; anticipated mine life of the Koné Gold Project;
expected recoveries and grades of the Koné Gold Project; and timing
for permits and concessions, including that the Company will
receive all approvals in H2-2024 necessary to build the project,
and exploration plans for 2024. Forward-looking Statements involve
various risks and uncertainties and are based on certain factors
and assumptions. 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
inherent in the preparation of mineral reserve and resource
estimates and definitive feasibility studies such as the Mineral
Reserve Estimate and 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, unexpected changes
to geotechnical or hydrogeological considerations, unexpected
failures of plant, equipment or processes, 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, risks relating to COVID-19,
delays in or failure to receive access agreements or amended
permits, and other risk factors set forth in the Company's 2023 AIF
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.
NON-GAAP MEASURES
This press release includes certain
terms or performance measures commonly used in the mining industry
that are not defined under International Financial Reporting
Standards ("IFRS"), including cash costs and AISC (or "all-in
sustaining costs") per payable ounce of gold sold and per tonne
processed and mining, processing and operating costs reported on a
unit basis. Non-GAAP measures do not have any standardized meaning
prescribed under IFRS and, therefore, they may not be comparable to
similar measures employed by other companies. The Company discloses
"cash costs" and "all-in sustaining costs" and other unit costs
because it understands that certain investors use this information
to determine the Company's ability to generate earnings and cash
flows for use in investing and other activities. The Company
believes that conventional measures of performance prepared in
accordance with IFRS, do not fully illustrate the ability of mines
to generate cash flows. The measures, as determined under IFRS, are
not necessarily indicative of operating profit or cash flows from
operating activities. The measures cash costs and all-in sustaining
costs and unit costs are considered to be key indicators of a
project's ability to generate operating earnings and cash flows.
Non-GAAP financial measures should not be considered in isolation
as a substitute for measures of performance prepared in accordance
with IFRS and are not necessarily indicative of operating costs,
operating profit or cash flows presented under IFRS. Readers should
also refer to our management's discussion and analysis, available
under our corporate profile at www.sedarplus.ca for a more detailed
discussion of how we calculate such measures.
SOURCE Montage Gold Corp.
