Montage Gold Enters Into Strategic Partnership with Sanu Gold Given Its Highly Attractive Exploration Properties in Guinea
Montage Gold has entered into a strategic partnership with Sanu Gold, acquiring a 19.9% stake through the issuance of 2.3 million shares valued at C$5.5 million. The Lundin Family is co-investing to obtain a 10% stake, joining AngloGold Ashanti's existing 14% ownership. Sanu owns three gold exploration properties in Guinea's Siguiri basin: Daina, Diguifara, and Bantabaye. The partnership includes Martino De Ciccio's appointment as Sanu's Non-Executive Chairman and participation in a C$10.0 million private placement at C$0.072 per share. The agreement includes participation rights, board nomination, and Right of First Refusal on certain asset-level transactions.
Montage Gold ha stipulato una partnership strategica con Sanu Gold, acquisendo una partecipazione del 19,9% tramite l'emissione di 2,3 milioni di azioni del valore di 5,5 milioni di CAD. La famiglia Lundin partecipa all'investimento per ottenere una partecipazione del 10%, unendosi al già esistente 14% di proprietà di AngloGold Ashanti. Sanu possiede tre proprietà per l'esplorazione dell'oro nel bacino di Siguiri in Guinea: Daina, Diguifara e Bantabaye. La partnership include la nomina di Martino De Ciccio come presidente non esecutivo di Sanu e la partecipazione a un collocamento privato di 10,0 milioni di CAD a 0,072 CAD per azione. L'accordo prevede diritti di partecipazione, nomina nel consiglio e diritto di prelazione su determinate transazioni a livello di asset.
Montage Gold ha entrado en una asociación estratégica con Sanu Gold, adquiriendo una participación del 19,9% a través de la emisión de 2,3 millones de acciones valoradas en 5,5 millones de CAD. La familia Lundin está co-invirtiendo para obtener una participación del 10%, uniéndose al actual 14% de propiedad de AngloGold Ashanti. Sanu posee tres propiedades de exploración de oro en la cuenca de Siguiri en Guinea: Daina, Diguifara y Bantabaye. La asociación incluye el nombramiento de Martino De Ciccio como presidente no ejecutivo de Sanu y la participación en un colocación privada de 10,0 millones de CAD a 0,072 CAD por acción. El acuerdo incluye derechos de participación, nominación en la junta y derecho de tanteo sobre ciertas transacciones a nivel de activos.
Montage Gold는 Sanu Gold와 전략적 파트너십을 체결하고 2.3백만 주를 발행하여 19.9% 지분을 인수하였으며, 이는 550만 캐나다 달러에 해당합니다. Lundin 가족은 10%의 지분을 확보하기 위해 공동 투자하며, AngloGold Ashanti의 기존 14% 소유와 합류합니다. Sanu는 기니 시귀리 분지에 있는 세 개의 금 탐사 속성을 보유하고 있습니다: Daina, Diguifara, Bantabaye. 이 파트너십에는 Martino De Ciccio가 Sanu의 비상근 의장으로 임명되는 것과 주당 0.072 캐나다 달러로 1천만 캐나다 달러의 사모 배치에 참여하는 것이 포함됩니다. 협약은 참여 권리, 이사 추천 및 특정 자산 거래에 대한 우선 구매 권리를 포함합니다.
Montage Gold a noué un partenariat stratégique avec Sanu Gold, acquérant une participation de 19,9% par l'émission de 2,3 millions d'actions d'une valeur de 5,5 millions CAD. La famille Lundin co-investit pour obtenir une participation de 10%, rejoignant la propriété existante de 14% d'AngloGold Ashanti. Sanu possède trois propriétés d'exploration aurifère dans le bassin de Siguiri en Guinée : Daina, Diguifara, et Bantabaye. Le partenariat comprend la nomination de Martino De Ciccio en tant que président non exécutif de Sanu et la participation à un placement privé de 10,0 millions CAD à 0,072 CAD par action. L'accord inclut des droits de participation, la nomination au conseil d'administration et un droit de premier refus sur certaines transactions au niveau des actifs.
Montage Gold hat eine strategische Partnerschaft mit Sanu Gold geschlossen und eine Beteiligung von 19,9% durch die Emission von 2,3 Millionen Aktien im Wert von 5,5 Millionen CAD erworben. Die Familie Lundin investiert ebenfalls, um eine Beteiligung von 10% zu erhalten, und tritt damit dem bestehenden 14% Eigentum von AngloGold Ashanti bei. Sanu besitzt drei Goldexplorationsprojekte im Siguiri-Becken in Guinea: Daina, Diguifara und Bantabaye. Die Partnerschaft umfasst die Ernennung von Martino De Ciccio zum nicht geschäftsführenden Vorsitzenden von Sanu und die Teilnahme an einer Privatplatzierung über 10,0 Millionen CAD zu 0,072 CAD pro Aktie. Die Vereinbarung beinhaltet Teilhaberechte, die Nominierung von Vorstandsmitgliedern und ein Vorkaufsrecht auf bestimmte Transaktionen auf Vermassetzelebene.
- Strategic acquisition of 19.9% stake in Sanu Gold, providing access to three promising gold exploration properties
- Partnership with established mining investors: Lundin Family (10%) and AngloGold Ashanti (14%)
- Properties located near productive gold mines and exploration projects in Guinea's Siguiri Basin
- Secured board representation and technical committee participation
- Dilution of existing shareholders through issuance of 2.3 million new shares
- Significant capital commitment of C$5.5 million in early-stage exploration assets
HIGHLIGHTS:
- Montage to obtain a
19.9% ownership stake in Sanu, through the issuance of 2.3 million basic shares equating to C$5.5 million - Lundin Family co-invests to obtain a
10% stake in Sanu, joining AngloGold Ashanti who obtained a14.0% stake in Sanu in September 2024 - Sanu appoints Martino De Ciccio, CEO of Montage, as Non-Executive Chairman
- Sanu owns three exploration properties located in Guinea’s highly prospective Siguiri basin
- Daina property, located contiguous to properties owned by AngloGold Ashanti along the same trend, hosts a high-grade gold discovery which spans over 10km along strike
- Diguifara property, located near AngloGold Ashanti’s Siguiri gold mine and adjacent to tenements owned by Endeavour Mining, hosts an over 8km long mineralized corridor
- Bantabaye property, located in proximity to the Nordgold’s Lefa gold mine and Predictive Discovery’s Bankan gold project, hosts a large mineralised system within a highly attractive structural setting
- Sanu’s equity placement will provide additional funds to supplement the ongoing 10,000-meter drill programme
VANCOUVER, British Columbia, Dec. 02, 2024 (GLOBE NEWSWIRE) -- Montage Gold Corp. (“Montage” or the “Company”) (TSXV: MAU, OTCQX: MAUTF) is pleased to announce that it has entered into a strategic partnership with Sanu Gold Corporation (“Sanu”) (CSE: SANU; OTCQB: SNGCF), given its highly attractive exploration properties in Guinea, obtaining a
Montage will be investing alongside the Lundin Family and their associates (“Lundin Family”) who will obtain a
Sanu owns three highly attractive gold exploration permits in Guinea, located within the Siguiri Basin in proximity to AngloGold Ashanti’s Siguiri gold mine, Nordgold’s Lefa gold mine, Predictive Discovery’s Bankan gold project, and exploration tenements held by Endeavour Mining. Sanu is currently undertaking a 10,000-meter drill programme at its Diguifara and Daina properties, comprising of up to 120 holes, where historical exploration efforts resulted in the identification of a number of mineralised gold-bearing structures. Sanu expects to use the net proceeds of the Offering to advance exploration, including geophysics and drilling on the company’s Daina, Diguifara and Bantabaye gold exploration permits, and for general and administrative purposes.
Martino De Ciccio, CEO of Montage, commented: “We are very pleased to form a strategic partnership with Sanu Gold, owner of a highly prospective exploration portfolio in Guinea’s Siguiri Basin, which will allow Montage to leverage Sanu’s established presence in the country to accelerate its greenfield exploration strategy. Furthermore, we are pleased to invest alongside the Lundin Family and existing shareholders such as AngloGold Ashanti. Based on our prudent capital allocation framework, our strategic investment follows a thorough review of potential partnerships in West Africa in addition to technical due diligence. We look forward to working alongside the Sanu team to rapidly unlock exploration value for the benefit of all stakeholders.
We continue to be pleased with the strong momentum generated across our business and look forward to unlocking significant exploration value at our flagship Koné project, in addition to sourcing future growth through greenfield exploration success. In line with this objective and further to evaluating strategic partnerships, we have also made considerable progress to stake highly prospective exploration grounds in Côte d’Ivoire, to reinforce our presence in the country and leverage the expertise of our well-established exploration team.”
Martin Pawlitschek, President and CEO of Sanu commented: “Sanu is excited to attract the strategic investment of both Montage, an emerging West African gold producer and the Lundin family to its share register. Montage leadership is comprised of seasoned West African gold professionals and this further highlights the potential of Sanu’s projects in Guinea. We welcome Martino as Chair to the Sanu board of directors and Silvia to our new joint-technical committee, and we are confident that the relationship with Montage will bring added value to Sanu’s exploration projects. We look forward to working with Montage and the Lundin Family, along with our existing strategic investors in unlocking significant discoveries in Guinea.”
Key terms of the Strategic Partnership
Montage has entered into a binding term sheet in respect of a transaction (the “Share Exchange Transaction”) whereby Montage and Sanu will enter into an Investment Agreement and Investor Rights Agreement, which will persist so long as Montage holds at least
- Equity Swap: Montage will obtain a
19.9% ownership in Sanu, through a Share Exchange Transaction which results in the issuance of 76,307,155 Sanu Common Shares to Montage, and the issuance of 2,337,921 common shares of Montage (“Montage Shares”) to Sanu equating to a0.67% ownership in Montage, for a total implied transaction consideration of C$5,494,115. T he Share Exchange Transaction is based on a Montage share price of C$2.35 (corresponding to the 30-day VWAP) and a Sanu share price of C$0.07 2 (representing a4% premium to the 30-day VWAP). Montage Shares will be issued to Sanu under an exemption from the prospectus requirements of applicable Canadian securities laws and will be subject to a hold period of four months and one day from the date of issuance to Sanu. Any Sanu sale of Montage shares will be subject to certain notice rights to enable Montage Gold to designate suitable purchaser(s), subject to the Investor Rights Agreement Threshold. - Participation Rights: Right to participate in future equity issuances and top-up rights to maintain Montage’s ownership percentage in Sanu, payable in Montage shares, cash, or a combination of either.
- Board Nominee: Appointment of a Montage nominee as Chairman to the Board of Directors of Sanu. As such, on closing of the Share Exchange Transaction, Martino De Ciccio, CEO of Montage, will be appointed as Non-Executive Chairman of the Board of Directors of Sanu.
- Joint-Technical-Committee: Appointment of Silvia Bottero, EVP Exploration at Montage, to a newly formed joint-technical-committee with Sanu on the Daina and Bantabaye properties.
- Right of First Refusal (“ROFR”): On certain asset-level transactions for Daina and Bantabaye. Furthermore, the ROFR includes any new properties acquired by Sanu subject to the Investor Rights Agreement Threshold.
Pursuant to the existing investor rights agreement between AngloGold Ashanti and Sanu, AngloGold Ashanti will be entitled to acquire Sanu Common Shares in connection with the Share Exchange Transaction and Offering on equivalent terms to maintain its pro rata equity interest in Sanu. The Offering includes an allocation of Sanu Common Shares to AngloGold Ashanti to maintain this pro rata equity interest and in the event AngloGold Ashanti elects not to exercise its right, the allocation will be distributed to other investors.
The Share Exchange Transaction and the Offering are expected to close in the coming weeks.
ABOUT SANU GOLD CORP.
As shown in Figure 1 below, Sanu Gold owns the Daina, Diguifara and Bantabaye exploration properties located within the Siguiri Basin in Guinea, West Africa. Sanu currently holds a
Figure 1: Location of Sanu Gold’s properties in the Siguiri Basin
Source: Sanu Gold Corp.
About the Daina property
The Daina property hosts a high-grade gold discovery located to the northeast of the Siguiri Basin. The combined >10km strike length structures includes three-high priority targets which, to date, remain mostly undrilled, and are situated north and along trend of properties held by AngloGold Ashanti. The Daina 2 Main Zone target was subject to initial drilling and remains open at depth and along strike. IP geophysics orientation surveys were successfully complete to inform the current drill-programme.
Historical drilling on the Daina 2 Main Zone target includes the following intercepts:
- 15m at 5.48 g/t Au (incl. 2m at 78.4 g/t Au)
- 21m at 4.75 g/t Au (incl. 1m at 85.5 g/t Au)
- 37m at 1.99 g/t Au (incl. 1m at 32.6 g/t Au and 1m at 15.0 g/t Au)
- 11m at 5.50 g/t Au (incl. 1m at 56.6 g/t Au)
Sanu does not have sufficient information to make a determination of the true widths of the drill hole intercepts reported from Diana to date.
For additional information on Daina, see Sanu’s news releases dated October 3 and 18, 2022.
About the Diguifara property
The Diguifara property hosts a >8km gold corridor with a number of targets within trucking distance to AngloGold Ashanti’s Siguiri gold mine, located approximately 20km to the southwest. Sanu has established a joint-technical-committee in September 2024 with strategic investor, AngloGold Ashanti, to advance the property. Extensive surface gold anomalies following the same regional structures as other major gold mines in the area have, to date, assisted in identifying three high-priority drill targets along the >8km strike length.
About the Bantabaye property
The Bantabaye property hosts a large mineralised system within a highly attractive structural setting. The property is located close to well-known deposits including NordGold’s Lefa gold mine and Predictive Discovery’s Bankan gold project. Positive initial test work conducted by Sanu indicate gold recoveries of 92
Historical intercepts on the Target 2 includes intercepts of:
- 15m at 11.4 g/t Au (incl. 4m at 41.2 g/t Au) from RC Hole BANT-RC-002
- 14m at 1.94 g/t Au (incl 1m at 29.89 g/t Au) from RC Hole BANT-RC-048
- 80m at 1.46 g/t Au (incl. 7m at 4.1 g/t Au and 3m at 8.43 g/t Au) from Trench BANT-TR05
Sanu does not have sufficient information to make a determination of the true widths of the drill hole intercepts reported from Bantabaye to date.
For further information on Bantabaye, see Sanu news releases date July 27, 2023 and November 16, 2023, as well as the “Technical Report NI 43-101 for Banta Baye Gold Project, Republic of Guinea” with an effective date of May 30, 2022 and filed on the Sanu’s SEDAR profile on May 31, 2022. Montage accepts no responsibility for the adequacy or accuracy of information or disclosures from Sanu.
Neither TSX Venture Exchange nor its Regulation Services Provider 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 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 financing and developing projects in Africa to progress the Koné project towards a construction launch.
TECHNICAL DISCLOSURE
Mineral Resource and Reserve Estimates
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 mineralisation 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.
QUALIFIED PERSONS STATEMENT
The scientific and technical contents of this press release related to Montage 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.
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 timing and amount of future production from the Koné Gold Project; and 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 Mineral Reserve Estimate and the UFS, and in delineating new mineral reserve and resource estimates, 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, 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 2023 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.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/c0fb3683-c781-4871-903c-ae29261856c6
FAQ
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