Aftermath Silver Ltd. — Capital/Financing Update 2026

Jan 29, 2026

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This pricing supplement, the income notes prospectus supplement dated May 25, 2023 (the "income product supplement"), the short form base shelf prospectus dated May 25, 2023, as amended or supplemented (the "base shelf prospectus"), and each document incorporated by reference into the base shelf prospectus, constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

The notes to be offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) except in certain transactions exempt from the requirements of the U.S. Securities Act.

Information has been incorporated by reference in this pricing supplement from documents filed with the securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary, Bank of Montreal, 100 King St. West, 1 First Canadian Place, 21st Floor, Toronto, Ontario, M5X 1A1, telephone: (416) 867-6785 and are also available electronically at www.sedarplus.ca.

Pricing supplement No. 576 dated January 16, 2024

(to the income product supplement dated May 25, 2023 and the short form base shelf prospectus dated May 25, 2023)

Bank of Montreal Canadian Utilities Callable Income Barrier Principal-at-Risk Notes, BPB Series 310 (CAD) Due January 24, 2031,

Linked to Solactive Canada Utilities 160 AR Index

(Unsecured – Principal-at-Risk Notes) Maximum CAD \$50,000,000

The notes are being offered exclusively to clients of BMO Private Investment Counsel Inc. The notes offered by this pricing supplement are unsecured debt securities issued by Bank of Montreal. The objective of the notes is to offer investors an income stream via potential periodic coupon payments with barrier protection against the loss of their principal investment from any negative performance above the barrier level of Solactive Canada Utilities 160 AR Index over the term of the notes.

The notes provide contingent protection only and, as such, investors should be comfortable with the risk of losing some or substantially all of their principal investment in the notes, subject to a minimum payment amount of CAD \$1.00.

The maximum cash amount that an investor may receive on the notes is CAD \$170.77 assuming the payment of a coupon on each coupon payment date as well as the principal amount of CAD \$100.00 per note at maturity.

All payments on the notes are subject to the credit risk of Bank of Montreal.

KEY TERMS
Issuer	Bank of Montreal
Issuer rating	Moody's: Aa2; S&P: A+; DBRS: AA (long‐term deposits > 1 year).
Reference asset	Solactive Canada Utilities 160 AR Index (ticker: SOLCU160).
Currency of notes	Canadian dollar (CAD).
Stated principal amount	CAD \$100.00 per note.
Minimum investment	CAD \$100.00 (1 note).
Maximum issue size	CAD \$50,000,000.00. We reserve the right to change the maximum issue size in our sole and absolute discretion.

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Issue date	On or around January 24, 2024.
Final valuation date	January 23, 2031, subject to postponement if such date is not an exchange day or a market disruption event occurs.
Maturity date	January 24, 2031, subject to the notes being automatically called by us.
Term	Approximately seven (7) years.
Observation and Payment Dates	See "Observation and Payment Dates" below.
Coupon rate	0.8425% monthly (equivalent to 10.11% per annum), on all coupon observation dates other than the first and the last coupon observation dates. If the closing level is equal to or above the coupon payment level on the first coupon observation date, the coupon rate payable on the first coupon payment date will be subject to proration based on the number of days that have elapsed since the issue date and will be equal to 0.1966%. If the closing level is equal to or above the coupon payment level on the last coupon observation date, the coupon rate payable on the last coupon payment date will be 0.6459%, which is equal to the coupon rate less the coupon rate on the first coupon payment date.
Coupon payment level	70.00% of the initial level.
Coupon payments	If the notes have not been redeemed, on each coupon payment date there are two scenarios:  If the closing level on the immediately preceding coupon observation date is at or above the coupon payment level, you will receive a coupon payment equal to the stated principal amount multiplied by the coupon rate.  Otherwise, you will not receive a payment on such coupon payment date. Each monthly coupon, if any, only reflects interest accrued during the month in respect of which such coupon is payable. If you purchase notes subsequent to the issue date, you will not be entitled to receive any amounts in respect of the coupon payment dates that occur prior to the date on which you acquired such notes.
Autocall level	105.00% of the initial level.
Automatic early redemption	The notes will be automatically redeemed on any autocall payment date if, on the corresponding autocall observation date, the closing level is at or above the autocall level. On any such redemption, you will receive a cash payment equal to the stated principal amount, in addition to any final coupon payment. No further payments will be made after such autocall payment date. The notes cannot be automatically called prior to the twelfth observation date.
Initial level	The closing level on the issue date.
Final level	The average of the closing levels of the reference asset for the ten (10) exchange days immediately preceding and including the final valuation date.
Reference asset return	In respect of any given date, the reference asset return shall be determined in accordance with the following formula: 𝑐𝑙𝑜𝑠𝑖𝑛𝑔 𝑙𝑒𝑣𝑒𝑙 − 𝑖𝑛𝑖𝑡𝑖𝑎𝑙 𝑙𝑒𝑣𝑒𝑙 = 𝑖𝑛𝑖𝑡𝑖𝑎𝑙 𝑙𝑒𝑣𝑒𝑙
Final reference asset return	In respect of the final valuation date, the reference asset return shall be determined in accordance with the following formula:

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Barrier level	70.00% of the initial level.
Barrier event	Monitoring at maturity only.
Payment at maturity	If the notes have not been redeemed, you will receive at maturity for each note you then hold, in addition to any final coupon payment:  If the final level is at or above the barrier level, a maturity payment equal to CAD \$100.00.  If the final level is below the barrier level, a maturity payment directly linked to the performance of the reference asset. The maturity payment will be equal to the following formula, subject to a minimum payment of CAD \$1.00: = 𝐶𝐴𝐷 \$100.00 + (𝐶𝐴𝐷 \$100.00 × 𝑓𝑖𝑛𝑎𝑙 𝑟𝑒𝑓𝑒𝑟𝑒𝑛𝑐𝑒 𝑎𝑠𝑠𝑒𝑡 𝑟𝑒𝑡𝑢𝑟𝑛) If the notes have not been redeemed early, and the final level is below the barrier level, the payment you receive at maturity may be significantly below the stated principal amount of your notes and may be as little as CAD \$1.00.
Additional tax information	The notes are not "prescribed debt obligations" within the meaning of the Tax Act for a holder (as defined herein). For information about the Canadian federal income tax considerations associated with an investment in the notes, see the section titled "Certain Canadian Federal Income Tax Considerations" in this pricing supplement. For information about the eligibility of the notes for investment for certain registered plans, see "Eligibility for Investment" in the income product supplement.
Fundserv code	JHN11500
Calculation agent	BMO Capital Markets
Dealer	BMO Nesbitt Burns Inc., an affiliate of ours, and HSBC Securities (Canada) Inc., acting as an independent dealer.
Secondary market	The notes will not be listed on any securities exchange. BMO Capital Markets will use reasonable efforts under normal market conditions to provide for a daily secondary market for the sale to BMO Capital Markets and, subject to availability, the purchase from BMO Capital Markets of the notes through the order entry system operated by Fundserv Inc. but reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to you. Sale or purchase requests need to be initiated by 4:00 p.m. (Toronto time, or such other time as may hereafter be established by us or Fundserv) on a business day. Any request received after such time will be deemed to be a request sent and received in respect of the next following business day. The sale or purchase of a Fundserv Note will be effected at a price equal to the bid price for the note, determined by us in our sole and absolute discretion.
	See "Supplemental Plan of Distribution", below.

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Bank of Montreal does not guarantee that you will receive a positive return or any repayment of your principal investment in the notes at maturity, subject to the minimum payment amount. You must be willing to accept the risks that (1) your actual yield on the notes may be lower than the yield on our conventional debt securities of the same maturity because you may not receive one or more, or any, coupon payments, (2) the notes provide contingent protection only, so the payment you receive at maturity may be significantly below the stated principal amount of your notes, and may be as little as CAD \$1.00 per note if the final level is below the barrier level, and (3) the notes may be automatically redeemed prior to maturity beginning on the first autocall payment date specified below, in which case you will forgo the opportunity to receive further coupon payments after the respective autocall payment date. Each of these risks will depend on the performance of the reference asset specified herein. Although you will have downside exposure to the reference asset, you will not receive dividends with respect to the reference asset or participate in any appreciation of the reference asset. The notes are not designed to be alternatives to fixed income or money market investments.

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Observation and Payment Dates

Observation date	Coupon observation date*	Autocall observation date*	Coupon payment date / Autocall payment date**
1	January 30, 2024	n/a	January 31, 2024 (Not callable)
2	February 28, 2024	n/a	February 29, 2024 (Not callable)
3	March 27, 2024	n/a	March 28, 2024 (Not callable)
4	April 29, 2024	n/a	April 30, 2024 (Not callable)
5	May 30, 2024	n/a	May 31, 2024 (Not callable)
6	June 27, 2024	n/a	June 28, 2024 (Not callable)
7	July 30, 2024	n/a	July 31, 2024 (Not callable)
8	August 29, 2024	n/a	August 30, 2024 (Not callable)
9	September 26, 2024	n/a	September 27, 2024 (Not callable)
10	October 30, 2024	n/a	October 31, 2024 (Not callable)
11	November 28, 2024	n/a	November 29, 2024 (Not callable)
12	December 30, 2024	December 30, 2024	December 31, 2024
13	January 30, 2025	January 30, 2025	January 31, 2025
14	February 27, 2025	February 27, 2025	February 28, 2025
15	March 28, 2025	March 28, 2025	March 31, 2025
16	April 29, 2025	April 29, 2025	April 30, 2025
17	May 29, 2025	May 29, 2025	May 30, 2025
18	June 27, 2025	June 27, 2025	June 30, 2025
19	July 30, 2025	July 30, 2025	July 31, 2025
20	August 28, 2025	August 28, 2025	August 29, 2025
21	September 26, 2025	September 26, 2025	September 29, 2025
22	October 30, 2025	October 30, 2025	October 31, 2025
23	November 27, 2025	November 27, 2025	November 28, 2025
24	December 30, 2025	December 30, 2025	December 31, 2025
25	January 29, 2026	January 29, 2026	January 30, 2026
26	February 26, 2026	February 26, 2026	February 27, 2026
27	March 30, 2026	March 30, 2026	March 31, 2026
28	April 29, 2026	April 29, 2026	April 30, 2026
29	May 28, 2026	May 28, 2026	May 29, 2026
30	June 29, 2026	June 29, 2026	June 30, 2026
31	July 30, 2026	July 30, 2026	July 31, 2026
32	August 28, 2026	August 28, 2026	August 31, 2026
33	September 28, 2026	September 28, 2026	September 29, 2026
34	October 29, 2026	October 29, 2026	October 30, 2026
35	November 27, 2026	November 27, 2026	November 30, 2026
36	December 30, 2026	December 30, 2026	December 31, 2026
37	January 28, 2027	January 28, 2027	January 29, 2027
38	February 25, 2027	February 25, 2027	February 26, 2027
39	March 30, 2027	March 30, 2027	March 31, 2027
40	April 29, 2027	April 29, 2027	April 30, 2027
41	May 28, 2027	May 28, 2027	May 31, 2027
42	June 29, 2027	June 29, 2027	June 30, 2027
43	July 29, 2027	July 29, 2027	July 30, 2027
44	August 30, 2027	August 30, 2027	August 31, 2027
45	September 28, 2027	September 28, 2027	September 29, 2027

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46	October 28, 2027	October 28, 2027	October 29, 2027
47	November 29, 2027	November 29, 2027	November 30, 2027
48	December 30, 2027	December 30, 2027	December 31, 2027
49	January 28, 2028	January 28, 2028	January 31, 2028
50	February 28, 2028	February 28, 2028	February 29, 2028
51	March 30, 2028	March 30, 2028	March 31, 2028
52	April 27, 2028	April 27, 2028	April 28, 2028
53	May 30, 2028	May 30, 2028	May 31, 2028
54	June 29, 2028	June 29, 2028	June 30, 2028
55	July 28, 2028	July 28, 2028	July 31, 2028
56	August 30, 2028	August 30, 2028	August 31, 2028
57	September 28, 2028	September 28, 2028	September 29, 2028
58	October 30, 2028	October 30, 2028	October 31, 2028
59	November 29, 2028	November 29, 2028	November 30, 2028
60	December 28, 2028	December 28, 2028	December 29, 2028
61	January 30, 2029	January 30, 2029	January 31, 2029
62	February 27, 2029	February 27, 2029	February 28, 2029
63	March 28, 2029	March 28, 2029	March 29, 2029
64	April 27, 2029	April 27, 2029	April 30, 2029
65	May 30, 2029	May 30, 2029	May 31, 2029
66	June 28, 2029	June 28, 2029	June 29, 2029
67	July 30, 2029	July 30, 2029	July 31, 2029
68	August 30, 2029	August 30, 2029	August 31, 2029
69	September 27, 2029	September 27, 2029	September 28, 2029
70	October 30, 2029	October 30, 2029	October 31, 2029
71	November 29, 2029	November 29, 2029	November 30, 2029
72	December 28, 2029	December 28, 2029	December 31, 2029
73	January 30, 2030	January 30, 2030	January 31, 2030
74	February 27, 2030	February 27, 2030	February 28, 2030
75	March 28, 2030	March 28, 2030	March 29, 2030
76	April 29, 2030	April 29, 2030	April 30, 2030
77	May 30, 2030	May 30, 2030	May 31, 2030
78	June 27, 2030	June 27, 2030	June 28, 2030
79	July 30, 2030	July 30, 2030	July 31, 2030
80	August 29, 2030	August 29, 2030	August 30, 2030
81	September 26, 2030	September 26, 2030	September 27, 2030
82	October 30, 2030	October 30, 2030	October 31, 2030
83	November 28, 2030	November 28, 2030	November 29, 2030
84	December 30, 2030	December 30, 2030	December 31, 2030
85	January 23, 2031	January 23, 2031	January 24, 2031
* If a scheduled coupon observation date or autocall observation date is not an exchange day for any reason, then such date will be the

^* If a scheduled coupon observation date or autocall observation date is not an exchange day for any reason, then such date will be the immediately preceding exchange day. Further, such dates are each also subject to postponement if a market disruption event occurs. ** If a scheduled coupon payment date or autocall payment date is not a business day for any reason, then such date will be the immediately preceding business day. The scheduled coupon observation date or autocall observation date will also be changed to be the immediately preceding business day. Further, such dates are each also subject to postponement if a market disruption event occurs. If you purchase notes subsequent to the issue date, you will not be entitled to receive any amounts in respect of the coupon payment dates that occur prior to the date on which you acquired such notes.

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Fees and Expenses

Issue price	Price to the public(1)	Dealer's fee(2)	Proceeds to us
Per note	CAD \$100.00	Nil	CAD \$100.00
Total notes(3)	CAD \$50,000,000.00	Nil	CAD \$50,000,000.00

• (1) We expect the estimated value of the notes on the issue date, based on our internal pricing models, will be CAD \$97.65 per CAD \$100.00 principal amount, which is less than the issue price. The estimated value is not an indication of actual profit to us or any of our affiliates, nor is it an indication of the price at which BMO Capital Markets or any other person may be willing to purchase the notes.
• (2) There is no selling concession fee for the notes. A fee of up to CAD \$0.15 per note will be payable by us to HSBC Securities (Canada) Inc. at closing for acting as an independent dealer.
• (3) Reflects the maximum offering size. We reserve the right to change the maximum offering size in our sole and absolute discretion. There is no minimum amount of funds that must be raised under the offering. This means that we could complete the offering after raising only a small proportion of the offering amount set out above.

BMO Nesbitt Burns Inc. is a wholly-owned subsidiary of ours. As a result, we are a "related issuer" of BMO Nesbitt Burns Inc. for the purposes of National Instrument 33-105 — Underwriting Conflicts. See "Supplemental Plan of Distribution", below.

Additional Information

During the term of the notes, you may inquire about the daily bid price of the notes and the closing level used by the calculation agent in its calculations and determinations on each observation date by contacting your local BMO Private Investment Counsel Inc. Investment Counsellor at 1-800-844-6442 or BMO Capital Markets at 1-866-864-7760 to speak to someone in English and 1-866-529-0017 to speak to someone in French. Information relating to the reference asset can be obtained from www.solactive.com, or other publicly available sources. The content of any website referred to in this pricing supplement is not incorporated by reference in, and does not form part of, this pricing supplement. Neither we nor the dealers or any of our or their respective affiliates or associates, including BMO Private Investment Counsel Inc. (a subsidiary of Bank of Montreal), has any obligation or responsibility for the provision of future information in respect of any of the constituent securities comprising the reference asset.

You may request information about the notes or another copy of this pricing supplement by contacting your local BMO Private Investment Counsel Inc. Investment Counsellor or by calling BMO Capital Markets at the numbers listed above.

You should read this pricing supplement in connection with:

• the base shelf prospectus; and
• the income product supplement.

This pricing supplement, together with the income product supplement, is deemed to be incorporated by reference into the base shelf prospectus for the purpose of this offering of notes under Bank of Montreal Medium-Term Notes (Principal-at-Risk) Program administered by BMO Capital Markets or a person appointed by us in our sole discretion. The following documents, filed by Bank of Montreal with the Office of the Superintendent of Financial Institutions and/or the various securities commissions or similar authorities in Canada, are specifically incorporated by reference into and form an integral part of this pricing supplement.

• Bank of Montreal's Annual Information Form dated December 1, 2023, for the year ended October 31, 2023;
• Bank of Montreal's consolidated balance sheets as at October 31, 2023 and October 31, 2022 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended together with the auditor's reports thereon and the report of independent registered public accounting firm on the effectiveness of internal control over financial reporting as of October 31, 2023 under the standards of the Public Company Accounting Oversight Board (United States);
• Bank of Montreal's Management's Discussion and Analysis as contained in Bank of Montreal's Annual Report as of October 31, 2023;

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• Bank of Montreal's Management Proxy Circular dated February 6, 2023 in connection with the annual meeting of shareholders of Bank of Montreal held on April 18, 2023; and
• Bank of Montreal's marketing materials titled Bank of Montreal Canadian Utilities Callable Income Barrier Principal-at-Risk Notes, BPB Series 310 (CAD) Due January 24, 2031, Linked to Solactive Canada Utilities 160 AR Index dated the date hereof.

Any statement contained in the base shelf prospectus, the income product supplement, this pricing supplement or in a document incorporated or deemed to be incorporated by reference herein or in the base shelf prospectus for the purposes of the offering shall be deemed to be modified or superseded for purposes of this pricing supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the base shelf prospectus, or the income product supplement modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement nor include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that was necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this pricing supplement, the income product supplement, or the base shelf prospectus.

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Maturity Payment Profile

The return profile below is provided for illustration purposes only. This graph demonstrates the maturity payment on the notes based on varying values of the final reference asset return. There can be no assurance that any specific return will be achieved on the notes. All examples assume that you have purchased notes with a stated principal amount of CAD \$100.00, that you hold the notes until maturity and that no early redemption or extraordinary event has occurred during the term of the notes.

The diagonal grey dashed line represents a range of possible returns that could be generated by a direct investment in the reference asset over the term of the notes. If the final level is at or above the barrier level, your principal investment will be protected and you will receive a maturity payment equal to the principal amount. If the final level is less than the barrier level, the maturity payment will be reduced by an amount equal to the final reference asset return (which will be a negative amount). The notes provide contingent principal protection only, so you could lose some or substantially all of your principal investment in the notes (subject to the minimum payment amount).

The table below shows the maturity payment and corresponding return (excluding any coupon payments received over the term of the note) that you would receive on the notes based on various values for the final reference asset return.

Final reference asset return	Note return paid at maturity	Maturity payment	Compounded annual return paid at maturity
100.00%	0.00%	CAD \$100.00	0.00%
90.00%	0.00%	CAD \$100.00	0.00%
80.00%	0.00%	CAD \$100.00	0.00%
70.00%	0.00%	CAD \$100.00	0.00%
60.00%	0.00%	CAD \$100.00	0.00%
50.00%	0.00%	CAD \$100.00	0.00%
40.00%	0.00%	CAD \$100.00	0.00%
30.00%	0.00%	CAD \$100.00	0.00%
20.00%	0.00%	CAD \$100.00	0.00%
10.00%	0.00%	CAD \$100.00	0.00%
0.00%	0.00%	CAD \$100.00	0.00%

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-10.00%	0.00%	CAD \$100.00	0.00%
-20.00%	0.00%	CAD \$100.00	0.00%
-30.00%	0.00%	CAD \$100.00	0.00%
-31.00%	-31.00%	CAD \$69.00	-5.16%
-40.00%	-40.00%	CAD \$60.00	-7.03%
-50.00%	-50.00%	CAD \$50.00	-9.42%
-60.00%	-60.00%	CAD \$40.00	-12.26%
-70.00%	-70.00%	CAD \$30.00	-15.79%
-80.00%	-80.00%	CAD \$20.00	-20.53%
-90.00%	-90.00%	CAD \$10.00	-28.01%
-100.00%	-99.00%	CAD \$1.00	-48.18%

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Hypothetical Examples

The following hypothetical examples demonstrate how the payment you may receive will be calculated and determined under four different scenarios.

The hypothetical closing levels used in these examples are for illustrative purposes only and should not be construed in any way as estimates or forecasts of the future performance of the reference asset or the return that you might realize on the notes. All hypothetical examples assume that no events described under "Certain Additional Terms for Notes Linked to a Reference Index" in the income product supplement have occurred during the term. For ease of analysis, figures below have been rounded.

Barrier level/Coupon payment level	Autocall level
70% of the initial level	105% of the initial level

Example 1 – Payment at Maturity (Negative Scenario)

In this hypothetical example, the closing level is below the autocall level on all autocall observation dates, so the notes are not redeemed early. Furthermore, it is above the coupon payment level on the first and second coupon observation dates and below the coupon payment level on all the others, so you would receive two of the coupon payments.

Lastly, the final level is at 42.00% of the initial level, which is below the barrier level, so the final reference asset return is -58.00%. Accordingly, you would receive a maturity payment of CAD \$42.00 per note with coupons totalling CAD \$1.0391 per note over the term of the notes (which is equivalent to a compounded annual loss of 11.34% on the notes).

In this example, the maturity payment is calculated as follows:

Maturity payment =
$$CAD $100.00 + (CAD $100.00 \times final\ reference\ asset\ return)$$

= $CAD $100.00 + (CAD $100.00 \times -58.00\%)$
= $CAD $42.00$

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The following table summarizes the payments that you would receive for each CAD \$100.00 note.

Investor cash flow summary per note

1) Principal amount paid	CAD \$100.00
2) Total coupons received	CAD \$1.0391
3) Maturity payment received	CAD \$42.00
4) Total amount received = (2) + (3)	CAD \$43.0391
5) Return on the notes (annualized)	-11.34%

Example 2 – Payment at Maturity (Neutral Scenario)

In this hypothetical example, the closing level is below the autocall level on all autocall observation dates, so the notes are not redeemed early. Furthermore, it is above the coupon payment level on forty of the coupon observation dates and below the coupon payment level on all the others, so you would receive forty of the coupon payments.

Lastly, the final level is at 77.00% of the initial level, which is above the barrier level, so the final reference asset return is -23.00%. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD \$32.8575 per note over the term of the notes (which is equivalent to a compounded annual return of 4.14% on the notes).

The following table summarizes the payments that you would receive for each CAD \$100.00 note.

Investor cash flow summary per note

1) Principal amount paid	CAD \$100.00
2) Total coupons received	CAD \$32.8575
3) Maturity payment received	CAD \$100.00
4) Total amount received = (2) + (3)	CAD \$132.8575
5) Return on the notes (annualized)	4.14%

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In this hypothetical example, the closing level is below the autocall level on all autocall observation dates, so the notes are not redeemed early. Furthermore, it is above the coupon payment level on all of the coupon observation dates, so you would receive all of the coupon payments.

Lastly, the final level is at 94.00% of the initial level, which is above the barrier level, so the final reference asset return is -6.00%. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD \$70.77 per note over the term of the notes (which is equivalent to a compounded annual return of 7.94% on the notes).

The following table summarizes the payments that you would receive for each CAD \$100.00 note.

Investor cash flow summary per note

1) Principal amount paid	CAD \$100.00
2) Total coupons received	CAD \$70.77
3) Maturity payment received	CAD \$100.00
4) Total amount received = (2) + (3)	CAD \$170.77
5) Return on the notes (annualized)	7.94%

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Example 4 – Automatic Early Redemption

In this hypothetical example, the closing level is below the autocall level on all autocall observation dates until the fifteenth observation date. This results in the notes being redeemed early on the autocall payment date corresponding with the fifteenth observation date. Furthermore, it is above the coupon payment level on fifteen of the coupon observation dates, so you would receive fifteen of the coupon payments before the notes are redeemed.

Lastly, the closing level is at 111.00% of the initial level, which is above the autocall level, so the reference asset return is 11.00% and the notes are redeemed early for a value of CAD \$100.00. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD \$11.9916 per note over the term of the notes (which is equivalent to a compounded annual return of 10.04% on the notes).

The following table summarizes the payments that you would receive for each CAD \$100.00 note.

Investor cash flow summary per note

1) Principal amount paid	CAD \$100.00
2) Total coupons received	CAD \$11.9916
3) Maturity payment received (early redemption)	CAD \$100.00
4) Total amount received = (2) + (3)	CAD \$111.9916
5) Return on the notes (annualized)	10.04%

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Information about the Reference Asset

All information in this pricing supplement relating to Solactive Canada Utilities 160 AR Index (the "reference asset") and the index sponsor, including, without limitation, its composition, method of calculation and changes in the constituent securities comprising the reference asset, is derived from and based solely upon publicly available sources dated as of the date indicated and is presented in this pricing supplement in summary form only. Such information may not be current and is subject to change by Solactive AG ("Solactive"), or a person appointed by Solactive, assuming the role as administrator (the "index sponsor"). The index sponsor has no obligation to continue to publish, and may discontinue publication of, the reference asset at any time. Neither Bank of Montreal nor the dealers make any representation or warranty as to the accuracy, reliability or completeness of such information or accepts responsibility for the calculation or other maintenance of or any adjustments to the reference asset. Investors in the notes should make their own investigation into the reference asset, the constituent securities of the reference asset and the index sponsor. In addition, neither Bank of Montreal nor the dealers have independently verified this information.

Solactive Canada Utilities 160 AR Index (ticker: SOLCU160)

General Description

The Solactive Canada Utilities 160 AR Index is an adjusted return index. It aims to track the gross total return performance of the Solactive Canada Utilities Index TR (the "underlying index"), calculated in Canadian dollars, less an adjusted return factor of 160 index points per annum that will be calculated daily in arrears (the "adjusted return factor"). The underlying index is a free-float market capitalization weighted equity index. The methodology of the underlying index provides that constituent securities fulfill the following criteria: be a company that is part of the Canada Index Universe of the Solactive Canada Broad Market Index (PR) (ISIN: DE000SLA4973); and belong to the "Utilities" Economy as defined by the Standard FactSet Classification. The closing level on December 29, 2023 was 3,156.32. The adjusted return factor divided by the closing level was therefore equal to 5.07% on December 29, 2023. Over the term of the notes, the sum of the adjusted return factor will be approximately 1,121 index points, representing 35.51% of the closing level on December 29, 2023.

The underlying index is a gross total return index that reflects the price changes of its constituent securities and the reinvestment in the underlying index of any dividends and distributions paid in respect of such securities. For the calculation of the level of the underlying index, any dividends or other distributions paid on the constituent securities of the underlying index are assumed to be reinvested across all the constituent securities of the underlying index. The composition of the underlying index is adjusted quarterly, ordinarily in February, May, August and November and is also subject to extraordinary adjustments in compliance with the rules of the index sponsor.

The performance of the reference asset will underperform the underlying index (total return) over the term of the notes and will vary higher or lower from the performance of a price return version of the underlying index depending on whether the impact of the dividends and other distributions reinvested in the underlying index is greater or less than the impact the adjusted return factor has on the closing level over the term of the notes.

The dividend yield of the underlying index on December 29, 2023 was 4.46%, representing an aggregate dividend yield of approximately 31.24% over the term of the notes (assuming the dividend yield remains constant and the dividends are not reinvested). An investment in the notes does not represent a direct or indirect investment in the reference asset. You have no right or entitlement to the dividends or distributions paid on the reference asset.

License Arrangements

The notes are not sponsored, promoted, sold or supported in any other manner by Solactive nor does Solactive offer any express or implicit guarantee or assurance either with regard to the results of using the reference asset and/or reference asset trademark or the closing level at any time or in any other respect. The reference asset is calculated and published by Solactive. Solactive uses its best efforts to ensure that the reference asset is calculated correctly. Irrespective of its obligations towards Bank of Montreal, Solactive has no obligation to point out errors in the reference asset to third parties including but not

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limited to investors and/or financial intermediaries of the notes. Neither publication of the reference asset by Solactive nor the licensing of the reference asset or reference asset trademark for the purpose of use in connection with the notes constitutes a recommendation by Solactive to invest capital in the notes nor does it in any way represent an assurance or opinion of Solactive with regard to any investment in the notes.

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Risk Factors

An investment in the notes is significantly riskier than an investment in conventional debt securities. The notes are subject to all of the risks associated with an investment in our conventional debt securities, including the risk that we may default on our obligations under the notes, and are also subject to risks associated with the reference asset. Accordingly, the notes are suitable only for investors who are capable of understanding the complexities and risks of the notes. You should consult your own financial, tax and legal advisors as to the risks of an investment in the notes and the suitability of the securities in light of your particular circumstances.

The following is a summary of certain key risk factors. You should read this summary together with the more detailed description of risks relating to an investment in notes, included in the "Certain Risk Factors" section of the base shelf prospectus and the "Risk Factors" section of the income product supplement and in the documents incorporated by reference. The risk factors relating to the notes include but are not limited to the following:

• The notes may not be suitable for you. You should decide to invest in the notes only after carefully considering with an advisor, whether the notes are a suitable investment in light of the information set out in this pricing supplement. We do not make any recommendation as to whether the notes are a suitable investment for you. Investments in the notes are uncertain in nature in that they could produce no return and you could lose some or substantially all of your principal investment in the notes. An investment in the notes is only suitable for investors with a medium investment horizon and who are prepared to assume risk with an investment whose return and repayment of principal is dependent upon the closing level on the observation dates. It is possible that you may not receive any coupons during the term of the notes. The notes are not a suitable investment for you if you require a guaranteed return or if you cannot withstand a loss of some or substantially all of your principal investment. The notes are not conventional notes or debt securities in that they do not provide you with a guaranteed return or income stream prior to maturity and the return at maturity is not calculated by reference to a fixed or floating rate of interest that is determinable prior to maturity. The notes do not provide any assurance that the principal amount will be paid at or prior to maturity (other than the minimum payment). The return you may receive on your principal investment could be less than the return that could be earned on other investments. An investment in the notes may not reflect the full opportunity cost to you when the factors that affect the time value of money are considered. The notes are not a suitable investment for you if you do not understand their terms or the risks involved in holding the notes.
• You may lose a significant portion of your investment. Unlike conventional debt securities, the notes do not provide for the repayment of the stated principal amount at maturity in all circumstances. If the notes are not automatically redeemed prior to maturity, your payment at maturity will depend on the final level. If the final level is below the barrier level, you will lose 1% of the stated principal amount of your securities for every 1% by which the final level has declined from the initial level. There is no minimum payment at maturity on the notes over and above CAD \$1.00.
• You will not receive a coupon on any coupon payment date following a coupon observation date on which the closing level is below the coupon payment level. A coupon payment will be made on a coupon payment date only if the closing level on the immediately preceding coupon observation date is at or above the coupon payment level. If the closing level on any coupon observation date is below the coupon payment level, you will not receive any coupon payment on the immediately following coupon payment date. If the closing level on each coupon observation date is below the coupon payment level, you will not receive any coupon payments over the term of the notes. If the closing level is equal to or above the coupon payment level on any coupon observation date other than the first and the last coupon observation dates, the coupon rate payable on the relevant coupon payment date will be equal to 0.8425% monthly (equivalent to 10.11% per annum), on all coupon observation dates other than the first and the last coupon observation dates. If the closing level is equal to or above the coupon payment level on the first coupon observation date, the coupon rate payable on the first coupon payment date will be subject to proration based on the number of days that have elapsed since the issue date and will be equal to 0.1966%. If the closing level is equal to or above the coupon payment level on the last coupon observation date, the coupon rate payable on the last coupon payment date will be 0.6459%, which is equal to the coupon rate less the coupon rate on the first coupon payment date. The coupons, if any, only reflect interest accrued within the relevant month such coupon was accrued.

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• Higher coupon rates are associated with greater risk. The notes offer potential monthly coupon payments at a rate which, assuming all are paid in full, would result in a yield that is generally higher than the yield on our conventional debt securities of the same maturity. You should understand that, in exchange for this potentially higher yield, you will be exposed to significantly greater risks than investors in our conventional debt securities. These risks include (1) the risk that the payment you receive at maturity may be significantly less than the stated principal amount of the notes, (2) the risk that you may not receive a coupon payment on one or more, or any, of the coupon payment dates and (3) the risk that the notes may be automatically redeemed prior to maturity. In general, higher coupon rates are associated with greater levels of expected risk as of the date of this pricing supplement.
• The volatility of the reference asset is an important factor affecting the risks described in the preceding paragraph. Volatility is a measure of the average magnitude of daily fluctuations in the level of the reference asset over a given time period. You will be adversely affected by volatility of the reference asset. This is because greater volatility generally means a greater risk that the level of the reference asset on the final valuation date will be below the barrier level and, as a result, the payment you receive at maturity may be significantly less than the stated principal amount of the notes. In addition, you may not receive a coupon payment on one or more, or any, of the coupon payment dates.
• The timing of the maturity payment is uncertain. The notes will be subject to automatic early redemption. If the notes are redeemed early, you will receive a maturity payment prior to the stated maturity date and will not receive any further payments after such date.
• The return on the notes, if any, is uncertain until redemption. The amount of any return you receive on the notes will depend on the performance of the reference asset. The historical performance of the reference asset should not be considered as an indication of the future performance. You should understand that the risk involved in investing in the notes is greater than that associated with other types of fixed income investments.
• You may not be adequately compensated for assuming the downside risks of the reference asset. Any coupon payments on the notes are effectively "at risk" and may, therefore, be less than you currently anticipate. First, the actual yield you realize on the notes could be lower than you anticipate because of the risk that you may receive less than the stated principal amount of the notes at maturity. The notes offer potential monthly coupon payments and, as a result, you may not receive a coupon payment on one or more, or any, of the coupon payment dates. Furthermore, the coupon payments are the return you receive not only for assuming the downside risks of the reference asset but also for all of the other risks inherent in the notes, including interest rate risk and our credit risk. If those other risks increase or are otherwise greater than you currently anticipate, these payments may turn out to be inadequate to compensate you for all the risks of the notes, including the downside risks of the reference asset.
• The notes may be automatically redeemed prior to maturity, limiting your opportunity to receive coupon payments. On any potential autocall observation date, the notes will be automatically redeemed if the closing level on that autocall observation date is at or above the autocall level. As a result, if the reference asset performs in a way that would otherwise be favorable, the notes are likely to be automatically redeemed, cutting short your opportunity to receive further coupon payments. If the notes are automatically redeemed prior to maturity, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.
• The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The notes will not be listed on any securities exchange or marketplace. While BMO Capital Markets will use reasonable efforts under normal market conditions to provide a daily secondary market for the sale of the notes to BMO Capital Markets and, subject to availability, the purchase of notes from BMO Capital Markets through Fundserv, it reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to you and may earn a profit in connection with the sale, acquisition or subsequent disposition of the notes acting as principal. The calculation agent may suspend the determination of bid prices during the existence of any state of affairs that makes those determinations impossible, impractical or prejudicial to you. If the calculation agent suspends these calculations, BMO Capital Markets will not be able to fairly and accurately determine the price for the notes in order to facilitate a secondary market and, consequently, may suspend the secondary market for the notes. If BMO Capital Markets suspends or terminates making a market, there may be no secondary market at all for the notes because it is likely that BMO Capital Markets will be the only broker-dealer that is willing to buy your notes or to sell notes to you prior to

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maturity. Sales of notes to you depend on the availability of such notes. Moreover, any secondary market that may develop may be illiquid or offer prices that may not reflect the performance of the reference asset. The value of the notes in the secondary market will be affected by a number of complex and inter-related factors, as described in "Plan of Distribution—Secondary Market" in the accompanying income product supplement. You should consult your investment counsellor on whether it would be more favourable in the circumstances at any time to sell or to hold the notes until maturity. If you sell the notes in the secondary market prior to maturity, you may receive a price substantially less than the issue price, particularly if coupons have not been payable in respect of coupon payment dates prior to the date of such sale and the closing level is substantially below the initial level.

• The estimated value of the notes on the date of this pricing supplement is only an estimate, and is based on a number of factors. The estimated value of the notes was determined on the date of this pricing supplement using our internal pricing models, which take into account a number of variables and assumptions about future events that may prove to be incorrect, including expectations as to dividends and distributions, volatility, interest rates and our internal funding rates. Our internal funding rates may differ from the market rates for our conventional debt securities. The use of different pricing models and assumptions could result in materially different values as compared to the estimated value of the notes. An estimated value of the notes calculated on the issue date may differ from the current estimate, and the actual value of the notes at any time will reflect many factors and cannot be predicted with accuracy. If you purchase notes subsequent to the issue date you should note and be comfortable with the possibility that the estimated value of the notes on the date on which you acquire the notes may have declined from the estimated value of the notes on the issue date. The initial offering price of the notes also exceeds the estimated value of the notes. The difference between the initial offering price and the estimated value of the notes results from several factors, including the estimated profit that we and our affiliates expect to earn (which may or may not be realized) for assuming the risks in hedging our obligations under the notes, and the estimated cost of hedging these obligations. The estimated value of the notes is not an indication or prediction of the price at which we or any other person may be willing to purchase or sell the notes in the secondary market. The value of the notes after the date of this pricing supplement will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result, the actual value that you would receive upon selling or purchasing the notes in the secondary market, if any, should be expected to differ materially from the initial estimated value of the notes. Finally, we have adopted written policies and procedures for determining the estimated value of the notes which include: (i) the methodologies used for valuing each type of component embedded in the notes, (ii) the methods by which we will review and test valuations to assess the quality of the prices obtained as well as the general functioning of the valuation process, and (iii) conflicts of interest. The independent dealer will not participate in the preparation of, or review the calculation of, the estimated value of the notes.
• The notes are not eligible for protection under the Canadian Investor Protection Fund. As is the case with other investments made through BMO Private Investment Counsel Inc., your investment in the notes will not be eligible for protection under the Canadian Investor Protection Fund.
• Independent investigation required. Bank of Montreal and the dealers have not performed any due diligence investigation or review of the reference asset, the underlying index, the constituent securities of the underlying index and the index sponsor. Any information relating to the reference asset, the underlying index, the constituent securities of the underlying index and the index sponsor was derived from and is based solely upon publicly available sources and its accuracy cannot be guaranteed. None of Bank of Montreal, the dealers, or any of their respective affiliates or associates, including BMO Private Investment Counsel Inc., has any obligation or responsibility for the provision of future information in respect of the reference asset, the underlying index, the constituent securities of the underlying index and the index sponsor. Investors shall have no recourse against Bank of Montreal, the dealers or any of their respective affiliates or associates, including BMO Private Investment Counsel Inc., in connection with any information relating to the reference asset, the underlying index, the constituent securities of the underlying index and the index sponsor that is not contained in this pricing supplement. The notes are not sponsored, endorsed, sold or promoted by the index sponsor or its affiliates and none of the index sponsor or its affiliates make any representation or warranty, express or implied, to you or any member of the public regarding the advisability of investing in securities generally or in the notes particularly. Prospective purchasers should undertake an independent investigation to determine if an investment in the notes is suitable for them.

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Certain Canadian Federal Income Tax Considerations

In the opinion of our counsel, Torys LLP, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of the notes by a holder that purchases the notes pursuant to this pricing supplement (a "holder"). This summary is applicable only to a holder who is an individual (other than a trust) and, for the purposes of the Tax Act, is, or is deemed to be, a resident of Canada, deals at arm's length with and is not affiliated with BMO Nesbitt Burns Inc. or us and holds the notes as capital property. The notes will generally be considered to be capital property to a holder unless: (i) the holder holds the notes in the course of carrying on or otherwise as part of a business of trading or dealing in or buying and selling securities; or (ii) the holder acquired the notes as an adventure in the nature of trade. Certain holders resident in Canada whose notes might not otherwise be considered to be capital property or who desire certainty with respect to the treatment of the notes as capital property may be entitled to make an irrevocable election to have the notes and all of the holder's other "Canadian securities" (as defined in the Tax Act) deemed to be capital property pursuant to subsection 39(4) of the Tax Act.

This summary is based on the current provisions of the Tax Act as in force on the date hereof, counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") and all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. No assurance can be given that any proposal to amend the Tax Act will be enacted as proposed or at all. This summary does not otherwise take into account or anticipate any changes in law or in the CRA's administrative or assessing practices, whether by legislative, governmental or judicial action. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the notes and does not take into account provincial, territorial or foreign income tax legislation or considerations.

This summary is of a general nature only and is not intended to be, nor should it be relied upon or construed as, legal or tax advice to any particular Holder. Holders should consult their own tax advisors for advice with respect to the income tax consequences of an investment in the notes, based on your particular circumstances.

Coupon Payments

A holder will be required to include a coupon payment, if any, as interest on the notes in income for the taxation year in which the coupon payment is received or became receivable (depending on the method regularly followed by the holder in computing income) to the extent such amount was not included in computing the holder's income for a preceding taxation year.

Payment at Autocall Payment Date, Maturity Date or Early Payment Date

Generally, on a disposition of a note by a holder to us on an autocall payment date or the maturity date, the amount of any interest accrued on the note to that time, but unpaid, will be excluded from the proceeds of disposition of the note and the holder will be required to include that amount as interest in computing the holder's income for the taxation year in which the disposition occurs, except to the extent that it has been otherwise included in income for that taxation year or a preceding taxation year. In the event that an early payment amount is paid and the early payment amount exceeds the subscription price of the note, the excess may be deemed to be interest. The holder may realize a capital loss to the extent that the autocall payment, maturity payment or early payment amount is less than the holder's adjusted cost base of the note.

We will file an information return with the CRA in respect of any interest to be included in a holder's income as and when required by law and will provide the holder with a copy of such return.

Disposition Prior to Maturity

Provided that an extraordinary event notification date has not arisen and while the matter is not free from doubt, a disposition or deemed disposition of a note by a holder prior to maturity, other than to us, should give rise to a capital gain (or capital loss) to the extent the holder's proceeds of disposition, excluding accrued and unpaid interest, if any, exceed (or are less than) the aggregate of the holder's adjusted cost base of the note and any reasonable costs of disposition. A holder who disposes of a note prior to maturity should consult their tax advisor with respect to their particular circumstances.

A holder's adjusted cost base of a note will generally include any amount paid to acquire the note. Further, the adjusted cost base of a note acquired by a holder pursuant to this pricing supplement will be determined by averaging the cost of such note

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with the adjusted cost base of all other notes that are identical property to such note for purposes of the Tax Act owned by the holder as capital property at that time, if any.

Treatment of Gains and Losses

One-half of a capital gain (a "taxable capital gain") realized by a holder must be included in the income of the holder. One-half of a capital loss (an "allowable capital loss") realized by a holder is deductible against taxable capital gains realized in the taxation year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted against net taxable capital gains realized in the three preceding taxation years or carried forward and deducted against net taxable capital gains realized in subsequent years, subject to the detailed rules in the Tax Act.

Capital gains realized by an individual may give rise to a liability for alternative minimum tax.

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Supplemental Plan of Distribution

The notes are being issued by us with a subscription price of CAD \$100.00 per note and a minimum subscription of CAD \$100.00 (1 note). The notes are denominated in Canadian dollars and all payments owing under the notes will be made in Canadian dollars. The maximum issue size will be CAD \$50,000,000 of notes for the offering. We reserve the right to change the minimum subscription amount and/or the maximum issue size in our sole and absolute discretion.

Pursuant to the terms and conditions of the dealer agreement, the dealers, as our agents, have agreed to solicit offers to purchase the notes, on a reasonable best efforts basis, if, as and when we issue such notes. The notes will be offered at a price of CAD \$100.00 per note. The dealers will not be entitled to received any upfront fee for the notes. While the dealers have agreed to use their reasonable best efforts to sell the notes offered hereby, they will not be obligated to purchase the notes which are not sold. There will be no selling concessions, service fees or other fees or expenses paid out of the proceeds of the offering. A fee of up to CAD \$0.15 per note will be payable directly by us to HSBC Securities (Canada) Inc. at closing from our own funds for acting as independent dealer. The payment of this fee will not impact any amounts payable to you under the notes. HSBC Securities (Canada) Inc., as the independent dealer, has performed due diligence in connection with the offering but has not participated in the structuring or the pricing of the offering.

The notes are being offered through Fundserv's investment fund transaction processing system. Subscriptions for the notes will be made on the Fundserv network under the code "JHN11500", which will result in funds being accumulated in a noninterest bearing account of BMO Capital Markets pending execution of all documents required for this transaction and satisfaction of closing conditions if any. You should recognize that, unless you have purchased the notes directly through a representative of BMO Nesbitt Burns Inc., you do not have an account with BMO Nesbitt Burns Inc. Funds in respect of all subscriptions shall be payable at the time of subscription. We will have the sole right to accept offers to purchase the notes and may reject any proposed purchase of the notes in whole or in part, and we reserve the right to allot the notes to investors in an amount less than that subscribed for by the investor. We reserve the right to close the subscription book at any time and may discontinue accepting subscriptions at any time without notice. We may at any time prior to the issue date, in our discretion, elect whether or not to proceed in whole or in part with the issue of the notes.

It is expected that the closing of the offering will take place on or about January 24, 2024 or on such other date as we and the dealers may agree. Bank of Montreal will issue the certificate evidencing the notes on the issue date (the "certificated note"). Bank of Montreal's obligation will run only to the investor named on the face of the certificated note and the responsibility and liability of Bank of Montreal in respect of notes represented by such certificated note is limited to making payment of the amounts due in respect of the notes to the registered holder of the notes. See "Forms of Notes and Transfer – Certificated Notes" in the base shelf prospectus.

If you purchase notes subsequent to or on the issue date you will have a beneficial ownership interest in the certificated note. Bank of Montreal will maintain in its records the beneficial ownership of investors or their nominee as instructed using the Fundserv network or by an investor's financial advisor.

In order to complete the purchase of Fundserv notes, the full subscription price must be delivered to BMO Capital Markets, as our agent, in immediately available funds by no later than two (2) business days prior to the relevant closing date. Despite delivery of such funds, Bank of Montreal reserves the right not to accept any offer to purchase Fundserv notes. If Fundserv notes are not issued to the investor for any reason, such funds will be returned forthwith to the investor. In any case, whether or not the Fundserv notes are issued, no interest or other compensation will be paid to the investor on such funds. Except in certain limited circumstances, subscribers for the notes will not have the right to receive physical certificates evidencing their ownership of the notes. If for any reason the closing of the offering does not occur, all subscription funds will be returned forthwith to the subscriber's financial advisor without interest or deduction using the Fundserv network.

We may from time to time issue any additional series of the notes or any other notes or other debt instruments (which may or may not resemble the notes) which may be offered by us concurrently with the offering.

The bid price at which you will be able to sell the notes prior to maturity may be at a discount, which could be substantial, to the payment you would receive if the notes were maturing on the maturity date. The bid price for the notes at any time will depend on, among other factors, (1) how much the closing level has risen or fallen since the date of this pricing supplement and the performance of the reference asset up to such time, and (2) a number of other interrelated factors, including, without limitation, supply and demand for the notes, inventory positions with market makers, the volatility of the reference asset, the

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prevailing level of interest rates, market expectations of the future levels of interest rates, the time remaining to the next payment due under the notes, the time remaining to maturity, the dividend yield of the reference asset and, if the reference asset is a reference ETF or a reference index, the constituent securities, the recognition over time by us of our estimated revenue from the notes (which may or may not be realized) net of our cost of hedging the notes, the amortization by us of the upfront costs incurred by us in creating, distributing and issuing the notes and our creditworthiness. The relationship between these factors is complex and may be influenced by various political, economic, regulatory and other factors that can affect the bid price for the notes. In particular, you should understand that the bid price (1) might have a non-linear sensitivity to rises and falls in the performance of the reference asset (i.e., the trading price of the notes might increase and decrease at a different rate compared to the percentage increases and decreases in the closing level) and (2) may be substantially affected by changes in the level of interest rates independent of the performance of the reference asset.

The notes to be issued hereunder are being offered to residents of each of the provinces and territories of Canada.

We will not charge any other fee or seek reimbursement of any other expense in connection with the notes. For certainty, all expenses of the offering will be borne by us.

We reserve the right to purchase for cancellation at our discretion any amount of notes in the secondary market, without notice to you.

In connection with the issue and sale of the notes by us, no person is authorized to give any information or to make any representation not expressly contained in this pricing supplement or the certificated note and we do not accept responsibility for any information not contained herein. This pricing supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of the notes in any jurisdiction outside Canada where any action is required.

The notes to be issued hereunder have not been, and will not be, registered under the U.S. Securities Act and may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) except in certain transactions exempt from the requirements of the U.S. Securities Act.

BMO Nesbitt Burns Inc. is a wholly-owned subsidiary of ours. As a result, we are a "related issuer" of BMO Nesbitt Burns Inc. for the purposes of National Instrument 33-105 — Underwriting Conflicts. The decision to offer the notes and the determination of the terms of the notes was based on a number of factors including the direction and advice of officers of BMO Capital Markets. The terms of the notes were based on negotiations between BMO Capital Markets, as our agent, and the dealers. We or BMO Capital Markets, as our agent, may enter into arrangements to hedge our risks associated with the notes. We have agreed that BMO Capital Markets may retain a portion of any profits, and may be required to compensate us for a portion of any losses, resulting from such hedging arrangements. In addition, BMO Capital Markets will serve as calculation agent and facilitate payment of amounts payable, if any, in respect of the notes. BMO Capital Markets will also use commercially reasonable efforts under normal market conditions to provide for a daily secondary market for the sale and purchase of the notes, as described herein, but reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to you, and may earn a profit in connection with the sale, acquisition or subsequent disposition of the notes acting as principal. BMO Nesbitt Burns Inc. will not receive any fees out of the proceeds of the offering of notes. See "Fees and Expenses", above.

Legal Matters

Legal matters in connection with an offering of notes will be passed upon on our behalf by Torys LLP and on behalf of the dealers by Stikeman Elliott LLP. As of the date of this pricing supplement, unless otherwise disclosed herein, the partners and associates of Torys LLP and Stikeman Elliott LLP beneficially owned, directly or indirectly, in the aggregate, less than 1% of the outstanding securities of us and our affiliates and associates.

"BMO (M-bar roundel symbol)", "BMO" and "BMO Capital Markets" are our registered trademarks used under license.