Montage Gold : Annual Information Form

TSX.V MAU OTCQX MAUTF

montagegold.com

AfricanCreatinggolda premierproducer

Annual Information Form

For the year ended December 31, 2023

Report dated April 29, 2024

TABLE OF CONTENTS
GLOSSARY OF TERMS	3
INTRODUCTION	6
CORPORATE STRUCTURE	8
GENERAL DEVELOPMENT OF THE BUSINESS	9
DESCRIPTION OF THE BUSINESS	12
EMERGING MARKET ISSUER DISCLOSURE	13
RISK FACTORS	16
KONÉ GOLD PROJECT	26
DESCRIPTION OF CAPITAL STRUCTURE	41
DIVIDENDS	41
MARKET FOR SECURITIES	41
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER	43
DIRECTORS AND OFFICERS	44
AUDIT COMMITTEE	47
CORPORATE GOVERNANCE	48
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	53
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	53
AUDITORS	53
REGISTRAR AND TRANSFER AGENT	53
MATERIAL CONTRACTS	53
INTERESTS OF EXPERTS	53
ADDITIONAL INFORMATION	54
SCHEDULE "A" - AUDIT COMMITTEE CHARTER	55

Montage Gold Corp.

Annual Information Form

April 29, 2024

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GLOSSARY OF TERMS

In this AIF, the following capitalized terms have the following meanings, in addition to other terms defined elsewhere in this AIF:

"2020 Technical Report" means the technical report entitled "NI 43-101 Technical Report for the Morondo Gold Project, Côte d'Ivoire" dated September 18, 2020, with an effective date of September 17, 2020, prepared by MPR Geological Consultants Pty Ltd. on behalf of Montage.

"2021 PEA" means the technical report entitled "Preliminary Economic Assessment for the Koné Gold Project, Côte d'Ivoire, NI 43-101 Technical Report" dated June 7, 2021, with an effective date of May 25, 2021, prepared by Lycopodium Minerals Pty Ltd. on behalf of Montage.

"2021 Technical Report" means the technical report entitled "NI 43-101 Technical Report for the Morondo Gold Project, Cote d'Ivoire" dated March 10, 2021, with an effective date of January 27, 2021, prepared by MPR Geological Consultants Pty Ltd. on behalf of Montage.

"2021 Updated PEA" means the technical report entitled "NI 43-101 Technical Report for the Koné Gold Project, Cote d'Ivoire" dated October 1, 2021, with an effective date of August 22, 2021.

"2022 Feasibility Study" means the technical report entitled "Koné Gold Project, Côte d'Ivoire - Definitive Feasibility Study NI 43-101 Technical Report" dated March 14, 2022, with an effective date of February 14, 2022, prepared by Lycopodium Minerals Pty Ltd. on behalf of Montage.

"2024 Updated Feasibility Study" or "UFS" means the technical report entitled "Koné Gold Project, Côte d'Ivoire, Updated Feasibility Study, National Instrument 43-101 Technical Report" dated February 15, 2024, with an effective date of January 16, 2024, prepared by Lycopodium Minerals Pty Ltd. on behalf of Montage.

"AIF" means this annual information form prepared for the financial year ended December 31, 2023 and dated April 29, 2024.

"Avant" means Avant Minerals Inc.

"Avant Transaction" means the transactions completed by Montage, Avant, and PMII pursuant to the Share Purchase Agreement.

"Barrick" means Barrick Gold Corporation.

"BCBCA" means the Business Corporations Act (British Columbia), as amended.

"Bobosso Gold Project" means the Bobosso gold project comprised of the Wendéné permit application and the Dabakala permit application, located in Côte d'Ivoire.

"CFA" means the CFA Franc, the lawful currency used in certain West African countries, including Cote d'Ivoire.

"Common Shares" means the common shares in the capital of Montage.

"Endeavour" means Endeavour Mining Plc.

"Indicated Mineral Resource" has the meaning ascribed thereto under NI 43-101.

"Inferred Mineral Resource" has the meaning ascribed thereto under NI 43-101.

"Kinross" means Kinross Gold Corporation.

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"Kinross Purchase Agreement" means the share purchase agreement dated January 30, 2017, as amended on June 26, 2018, between Red Back Mining No 2 (Ghana) Limited, Tasiast Mauritanie Limited, Ghazal Resources Inc. and Orca.

"Koné Exploration Permit" means exploration permit number PR 262, as more fully described in the 2024 Updated Feasibility Study.

"Koné Gold Project", "KGP" or the "Project" means the Koné gold project comprised of six exploration permits (PR's 262, 748, 842, 879b, 919 and 920) covering 1,801 km2 and two exploration permit applications covering a further 458km2, all located in Côte d'Ivoire, as more fully described in the 2024 Updated Feasibility Study.

"Mankono Acquisition" means the transaction pursuant to which Montage acquired a 100% interest in Mankono Exploration Ltd (a Jersey company), which has a 100% interest in Mankono Exploration SA (Côte d'Ivoire company), which is the owner of the three Mankono properties covering 893km2 which are now part of the Koné Gold Project.

"Mankono Royalty" means the 2% net smelter return royalty on any product mined and sold from the Mankono properties which is held by Barrick (70%) and Endeavour (30%).

"Mineral Reserve" has the meaning ascribed thereto under NI 43-101.

"Mineral Resource" has the meaning ascribed thereto under NI 43-101.

"Montage" or the "Company" means Montage Gold Corp.

"Montage Board" means the board of directors of Montage.

"Montage Properties" means the mineral interests held, directly and indirectly, by Montage, comprised of the Koné Gold Project, the Diawala exploration permit application, the Bobosso Gold Project exploration permit applications, all of which are located in Côte d'Ivoire.

"Montage Shareholder" means a holder of Common Shares.

"NI 43-101"means National Instrument 43-101- Standards of Disclosure for Mineral Projects. "NI 52-110"means National Instrument 52-110- Audit Committees.

"NI 58-101"means National Instrument 58-101- Disclosure of Corporate Governance Practices. "Orca" means Orca Gold Inc., a wholly owned subsidiary of Perseus.

"Orca Investor Rights Agreement" means the investor rights agreement entered between Montage and Orca on September 22, 2020, which was assumed by Perseus pursuant to the Orca-Perseus Arrangement.

"Orca-PerseusArrangement" means the plan of arrangement transaction among Orca, Perseus, and Perseus's wholly owned subsidiary, Perseus Canada Holdings Ltd., completed on May 19, 2022.

"Orca Spin-Out" means the transfer of Ghazal Resources Inc., an indirect wholly owned subsidiary of Orca existing under the laws of the British Virgin Islands, to Montage.

"Perseus" means Perseus Mining Limited, a public company whose shares trade on the Australian Stock Exchange and the Toronto Stock Exchange;

"PMII" means Progress Minerals International Inc.

"Progress Minerals" means Progress Minerals Inc.

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"RC drilling" or "RC" means reverse circulation drilling.

"Red Back" means Red Back Mining (Côte d'Ivoire) SARL.

"Red Back Mining" means Red Back Mining Inc.

"Share Purchase Agreement" means the share purchase agreement entered into among Montage, Avant, and PMII dated July 17, 2019.

"TSXV"means the TSX Venture Exchange.

GLOSSARY OF TECHNICAL ABBREVIATIONS

In this AIF, the following capitalized technical terms have the following meanings, in addition to other terms defined elsewhere in this AIF:

°C	degree Celsius	kwh/t	kilowatt hour per tonne
Axb	JKMRC determined ore impact	m
Au	parameter	metre
gold
BWi	bond ball mill work index	m3/h	cubic metres per hour
cm	centimetre
CWi	crushing work index	Ma	milliampere
g	gram	mm	millimetre
g/CN	gram per centinewton	Moz	million ounces
g/l	gram per litre	Mt	million tonne
g/t	gram per tonne	Mtpa	million tonnes per annum
Ga	gigaampere	oz	Troy ounce (31.1035g)
ha	hectare	ppb	part per billion
kg	kilogram	ppm	part per million
km	kilometre	t	tonne
km2	square kilometre	t/m3	tonne per cubic metre
koz	thousand ounces	t/bcm	tonne per bank cubic metre
		µm	micron

Montage Gold Corp.

Annual Information Form

April 29, 2024

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INTRODUCTION

General

This AIF provides important information about Montage Gold Corp. and its business. This AIF has been prepared in accordance with Canadian securities laws and is dated April 29, 2024. All information contained in this AIF is prepared as of December 31, 2023, unless otherwise indicated.

Currency

All dollar amounts in this AIF are stated in Canadian dollars, unless otherwise specified.

Cautionary Statement regarding Forward-Looking Information

Except for statements of historical fact relating to the Company, certain statements in this AIF may constitute forward- looking information within the meaning of Canadian securities laws. Forward-looking information may relate to the Company's future outlook and anticipated events or results and, in some cases, can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "targeted", "possible", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to commodity prices, capital and operating expenditures, the timing of receipt of permits, rights and authorizations, and any and all other timing, development, operational, financial, economic, legal, regulatory and political factors that may influence future events or conditions, as such matters may be applicable. In particular, this AIF contains forward-looking statements pertaining to the following:

• the principal business carried on and intended to be carried on by the Company;
• the use of knowledge of management of the Company to leverage the attributes of the Koné project ;
• proposed expenditures for exploration and development work on the Koné project in accordance with the recommendations of the Koné Feasibility Study, and general and administrative expenses relating to the business of the Company;
• the potential for open pit mine development at the Koné project;
• certain expectations with respect to the Koné project, including timelines relating to exploration and drilling, permitting, long lead items and detailed engineering, a final production decision, and potential groundbreaking;
• the market price of gold; and
• the ability and intention of the Company to raise further capital to achieve its business objectives.

Statements concerning Mineral Resource and Mineral Reserve estimates may also be deemed to constitute forward- looking information to the extent that they involve estimates of the mineralization that will be encountered if the Koné project are developed.

Forward-looking information contained in this AIF is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available, and on other material factors, including but not limited to those relating to:

• the estimation of Mineral Resources and Mineral Reserves;
• the availability and final receipt of required approvals, licenses and permits;
• sufficient working capital to explore, develop and operate any proposed mineral projects;
• access to additional capital, including equity and debt, and associated costs of funds;
• access to adequate services and supplies;
• economic and political conditions in the local jurisdictions where any proposed mineral projects are located, and globally;
• civil stability and the political environment throughout Côte d'Ivoire and in neighbouring countries in West Africa, and globally;
• the ability to execute exploration and development programs while maintaining a safe work environment;

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• commodity prices;
• foreign currency exchange rates;
• interest rates;
• availability of a qualified work force;
• the ultimate ability to mine, process and sell mineral products on economically favourable terms; and
• the receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms;

While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation known and unknown risks, uncertainties and other factors as disclosed under the heading "Risks and Uncertainties" above and in the Company's disclosure documents filed from time to time with the securities regulators in certain provinces of Canada. In addition, a number of other factors could cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, and there is no assurance that the actual results, performance or achievements of the Company will be consistent with them.

To the extent any forward-looking statement in this AIF constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out herein. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's revenue and expenses. The Company's financial projections were not prepared with a view toward compliance with published guidelines of International Financial Reporting Standards and have not been examined, reviewed or compiled by the Company's accountants or auditors. The Company's financial projections represent management's estimates as of the dates indicated thereon.

Readers are cautioned that any such forward-looking information should not be used for purposes other than for which it is disclosed. Such forward-looking statements and information are made or given as at the date given and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities law. Readers are cautioned not to place undue reliance on forward-looking statements or forward-looking information.

Cautionary Statement regarding Mineral Resources and Mineral Reserves

The Company's Mineral Resource and Mineral Reserve estimates are estimates only. No assurance can be given that any particular level of recovery of minerals will in fact be realized or that identified Mineral Resources or Mineral Reserves will ever be mined or processed profitably. In addition, the grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. By their nature, Mineral Resource and Mineral Reserve estimates are imprecise and depend, to a certain extent, on analyses of drilling results and statistical inferences that may ultimately prove to be inaccurate. These estimated Mineral Resources and Mineral Reserves should not be interpreted as assurances of certain commercial viability or of the profitability of any future operations. Investors are cautioned not to place undue reliance on these estimates.

Mineral Resources are not Mineral Reserves and have a greater degree of uncertainty as to their feasibility and prospects for economic extraction. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Mineral Resources that are in the Inferred category are even more risky. An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to any other category of Mineral Resource. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. However, the estimate of Inferred Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

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April 29, 2024

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Non-GAAP Measures

This AIF includes certain terms or performance measures commonly used in the mining industry that are not defined under 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. AISC per payable ounce includes all mining costs, processing costs, mine level G&A, royalties, and sustaining capital and is adjusted to reflect movements in stockpiles. Cash costs per payable ounce includes all mining costs, processing costs, mine level G&A, and royalties and is adjusted to reflect movements in stockpiles. 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.

CORPORATE STRUCTURE

Name, Address and Incorporation

Montage Gold Corp. was incorporated under the BCBCA on July 4, 2019. Montage is a reporting issuer in the following jurisdictions: British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. The Common Shares are listed on the TSXV under the symbol "MAU".

The Company's corporate head office is located at Suite 2800 Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1L2, and the registered and records office is located at Suite 2200 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

Montage Gold Corp.

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April 29, 2024

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Intercorporate Relationships

A significant portion of the Company's business is carried on through its various subsidiaries. The following chart illustrates the Company's material subsidiaries, including their respective jurisdiction of incorporation as at December 31, 2023:

Notes:

1. Montage's subsidiaries are 100% owned.

GENERAL DEVELOPMENT OF THE BUSINESS

The following is a summary of the general development of the business of Montage since formation, which focuses on material corporate and other material business events. Additionally, an outlook for the current fiscal year is provided.

Prior to the Fiscal Year Ended December 31, 2021

In February 2017, Orca executed the Kinross Purchase Agreement to acquire the Koné Exploration Permit as part of a wider package of two permits and five permit applications in Côte d'Ivoire. Montage was incorporated under the BCBCA on July 4, 2019, as a wholly-owned subsidiary of Orca. Montage was formed to hold all of the shares of: (i) Ghazal Resources Inc., a former indirect wholly-owned subsidiary of Orca that was transferred to Montage pursuant to the Orca Spin-Out, being the holder of certain mineral property assets (including the Koné Exploration Permit) in Côte d'Ivoire; and (ii) Progress Minerals, a former indirect wholly-owned subsidiary of Avant that was acquired by Montage following completion of the Avant Transaction and pursuant to the Share Purchase Agreement, being the holder of certain mineral property assets in Côte d'Ivoire and Burkina Faso.

On October 23, 2020, the Common Shares commenced trading on the TSXV under the symbol "MAU" in connection with the initial public offering of an aggregate of 27,272,728 Common Shares at a price of $1.10 per Common Share for total gross proceeds of $30,000,001. In connection therewith, the Company filed the 2020 Technical Report.

On November 3, 2020, the Company sold its mineral property assets located in Burkina Faso for nominal consideration as a result of deteriorating conditions in Burkina Faso and the operating conditions in the Company's permit areas. Such mineral property assets were not considered material to the business of Montage.

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April 29, 2024

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Fiscal Year Ended December 31, 2021

On March 11, 2021, the Company filed the 2021 Technical Report for the Koné Gold Project, which included an updated and expanded Inferred Mineral Resource of 123Mt grading 0.80 g/t for 3.16 Moz (at a cut-off grade of 0.40 g/t).

On June 7, 2021, the Company filed the 2021 PEA for the Koné Gold Project, which demonstrated the economic viability of the Koné Gold Project using the base case gold price assumption of US$1,600 per ounce, resulting in an after-tax net present value cash flow at a 5% discount rate (NPV5%) of US$652 million and an after-tax IRR of 31% (both on a 100% basis).

On June 8, 2021, at the annual meeting of the holders of common shares of Montage (the "Montage Shareholders"), Mr. Alessandro Bitelli was elected to the Montage Board. Messrs. David DeWitt and Adam Spencer did not stand for re-election and the number of directors of the Company was reduced to six (6).

On September 7, 2021, Mr. Kevin Ross resigned from the Montage Board and was appointed as Chief Operating Officer of the Company. Concurrent with Mr. Ross' resignation, Ms. Aleksandra (Sasha) Bukacheva was appointed to the Montage Board.

On October 1, 2021, the Company filed the 2021 Updated PEA for the Koné Gold Project, which included a maiden Indicated Mineral Resource of 225Mt grading 0.59g/t for 4.27Moz and an Inferred Mineral Resource of 22 Mt grading 0.45g/t for 0.32 Moz (both calculated using a 0.20g/t cut-off grade).

Fiscal Year Ended December 31, 2022

On March 15, 2022, the Company filed the 2022 Feasibility Study for the Koné Gold Project, which demonstrated the economic viability of the Koné Gold Project using the base case gold price assumption of US$1,600 per ounce, resulting in an after-tax net present value cash flow at a 5% discount rate (NPV5%) of US$746 million and an after-tax IRR of 35% (both on a 100% basis).

On May 2, 2022, Ms. Anu Dhir was appointed to the Montage Board. Concurrently, Mr. Richard P. Clark stepped down as non-executive Chair of the Montage Board and Mr. Peter Mitchell assumed the role of non- executive Chair.

On May 19, 2022, Orca and Perseus completed the Orca-Perseus Arrangement. As a result of the Orca-Perseus Arrangement, Perseus became (indirectly), as at the date thereof, the largest shareholder of Montage and the rights granted to Orca under the Orca Investor Rights Agreement were assumed by Perseus.

On June 8, 2022, the Company entered into a definitive agreement with subsidiaries of Barrick and Endeavour in respect of the Mankono Acquisition.

On June 30, 2022, in connection with the Mankono Acquisition, the Company closed a brokered private placement offering of 28,571,429 subscription receipts (each a "Subscription Receipt") at an issue price of $0.70 per Subscription Receipt for gross proceeds of approximately $20,000,000.

On August 29, 2022, Mr. Richard P. Clark was appointed as Chief Executive Officer of Montage, with Mr. Hugh Stuart continuing in the role of President.

On November 22, 2022, Montage closed the Mankono Acquisition, pursuant to which Montage indirectly acquired the Mankono-Sissédougou Joint Venture Project from subsidiaries of both Barrick and Endeavour in exchange for $14,500,000 in cash, 22,142,857 Common Shares, and the granting of the Mankono Royalty. All consideration paid was split pro-rata by Barrick (70%) and Endeavour (30%). Pursuant to the Mankono Acquisition, Montage acquired a 100% interest in Mankono Exploration Ltd. ("Mankono"), which has a 100% interest in Mankono Exploration SA, which is the owner of the three Mankono properties covering 893km2 (being the Gbongogo Exploration Permit, the Sisséplé Exploration Permit and the Sissédougou Exploration

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