VANCOUVER, BC, July 17,
2024 /CNW/ - Montage Gold Corp. ("Montage" or the
"Company") (TSXV: MAU) (OTCQX: MAUTF) is pleased to announce
that the brokered private placement previously announced on
July 16, 2024, has been increased to
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 approximately C$180 million (the "Offering")
and that the oversubscribed book has closed.
Trusts controlled by the Lundin family (the "Lundin Family
Trusts") and Zijin Mining Group Co. Ltd. (together with its
affiliates, "Zijin") have agreed to subscribe for such
number of Common Shares that would result in them
holding ownership interests in Montage of 19.9% and
9.9%, respectively, following completion of the Offering.
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.
The Offering is expected to close during the week of
August 12, 2024, and is subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory and other approvals, including the
acceptance of the TSX Venture Exchange. The Common Shares issued
pursuant to the Offering will be subject to a four-month hold
period under applicable Canadian securities laws commencing on the
Closing.
The investments 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).
Subject to applicable regulatory requirements, the Common Shares
issued pursuant to the Offering will be offered for sale to
purchasers resident in Canada and
other qualifying jurisdictions, in accordance with all applicable
laws, provided that no prospectus, registration statement or other
similar document is required to be filed in such jurisdiction.
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 ranks as one of the highest quality gold projects in
Africa with a long 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
completion of the Offering, including the participation of Zijin
and the Lundin Family Trusts; 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.
REQUIRED EARLY WARNING DISCLOSURE
Under the upsized Offering, Zijin has agreed to purchase an
aggregate of 33,280,543 Common Shares. Prior to Zijin's agreement
to purchase 33,280,543 Common Shares, Zijin beneficially owned and
had control and direction over an aggregate of 782,000 Common
Shares, representing approximately 0.3% of the issued and
outstanding Common Shares. Upon completion of the Offering, Zijin
will acquire an additional 33,280,543 Common Shares, and will
beneficially own and have control and direction over an aggregate
of 34,062,543 Common Shares, representing approximately 11.4% of
the issued and outstanding Common Shares. Assuming completion of
the Offering and the issuance of an aggregate of 102,857,143 Common
Shares, the Common Shares owned by Zijin will represent 9.9% of the
issued and outstanding Common Shares. The cash consideration to be
paid by Zijin for the aggregate of 33,280,543 Common Shares is
C$1.75 per Common Share, for total
consideration of approximately C$58.2
million.
Zijin is acquiring the Common Shares for investment purposes. In
the future, Zijin may, from time to time, increase or decrease its
investment in Montage through market transactions, private
arrangements, treasury issuances or otherwise.
An early warning report containing additional information with
respect to the foregoing matters will be filed under Montage's
SEDAR+ profile at www.sedarplus.ca and may also be obtained by
contacting: Sandy Kansky, tel.
(604)-689-7842.
Montage's head office is located at Suite 2800, Four Bentall
Centre, 1055 Dunsmuir Street, Vancouver,
British Columbia, V7X 1L2. Zijin is making its strategic
investment in Montage through its wholly-owned subsidiary, Jin
Huang Mining Company Limited, whose head office is located at Unit
7503A, Level 75, International Commerce Centre, 1 Austin Road West,
Kowloon, Hong Kong. Zijin's head
office is located at No.1, Zijin Road, Shanghang County,
Fujian Province, China.
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SOURCE Montage Gold Corp.