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Flow Metals Corp. Capital/Financing Update 2025

Dec 18, 2025

47644_rns_2025-12-17_e4599657-f233-467b-8678-2fa7114743db.pdf

Capital/Financing Update

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Bank of Montreal
Principal-at-risk Notes
Client Brochure
Dated: December 17, 2025

BMO Callable Income Barrier Notes, BPB Series 512 (CAD) Due December 19, 2030,

Linked to Solactive Equal Weight US Major Bank Select 33 AR Index

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5 - Year Term

Subject to the notes being automatically called by Bank of Montreal

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Quarterly Call Feature

  • starting after the 11th observation date

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8.40% per annum Potential Coupon Paid Monthly

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35% Barrier Protection at Maturity

Investment Highlights

The notes are being offered exclusively to clients of BMO Private Investment Counsel Inc. The notes offered by the 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 downside protection against the loss of their principal investment from any negative performance above the barrier level of Solactive Equal Weight US Major Bank Select 33 AR Index over the term of the notes. The principal amount is NOT fully protected under the notes.

  • Coupon: 0.70% monthly (equivalent to 8.40% per annum) provided that the closing level is at or above the coupon payment level.
  • Coupon payment level: 65.00% of the initial level.
  • Call feature: Automatic early redemption at par plus any final coupon payment if the closing level is at or above the autocall level on any autocall observation date. The notes cannot be automatically called prior to the twelfth observation date.
  • Autocall level: 105.00% of the initial level.
  • Barrier protection: 35.00%

Reference Portfolio

Reference asset Ticker symbol
Solactive Equal Weight US Major Bank Select 33 AR Index SOLUSB33

Hypothetical Example

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  • The above example shows how the payment would be calculated and determined based on certain hypothetical values and assumptions. This example is for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the reference asset or the return that a holder might realize on the notes.

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.

Additional Details

Fundserv Code Available Until Trade Date Issue Date Maturity Date Minimum Investment
JHN11737 December 22, 2025 December 19, 2025 December 29, 2025 December 19, 2030 CAD $100,000.00

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada except the province of Quebec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable base shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable base shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

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For more information, please contact your BMO Private Investment Counsellor.


Bank of Montreal
Principal-at-risk Notes

Additional Offering Details
Issuer Bank of Montreal
Issuer rating Moody’s: Aa2; S&P: A+; DBRS: AA (long-term deposits > 1 year).
Reference asset Solactive Equal Weight US Major Bank Select 33 AR Index (ticker: SOLUSB33).
Reference asset description The Solactive Equal Weight US Major Bank Select 33 AR Index is an adjusted return index. It aims to track the gross total return performance of the Solactive Equal Weight US Major Bank Select GTR Index (the “underlying index”), calculated in U.S. dollars, less an adjusted return factor of 33 index points per annum that will be calculated daily in arrears (the “adjusted return factor”). The underlying index is a gross total return index of six major U.S. banks. The underlying index contains the following six banks; JPMorgan Chase & Co., Bank of America Corporation, Wells Fargo & Company, Goldman Sachs Group, Inc., Morgan Stanley and Co. LLC, and Citigroup Inc. The closing level on November 28, 2025 was 1,248.01. The adjusted return factor divided by the closing level was therefore equal to 2.64% on November 28, 2025. Over the term of the notes, the sum of the adjusted return factor will be approximately 165 index points, representing 13.23% of the closing level on November 28, 2025. The dividend yield of the underlying index on November 28, 2025 was 1.95%, representing an aggregate dividend yield of approximately 9.76% over the term of the notes (assuming the dividend yield remains constant and the dividends are not reinvested).
Currency of notes Canadian dollar (CAD).
Stated principal amount CAD $100.00 per note.
Minimum investment CAD $100,000.00 (1,000 notes).
Trade date December 19, 2025
Issue date On or around December 29, 2025.
Final valuation date December 12, 2030, subject to postponement if such date is not an exchange day or a market disruption event occurs.
Maturity date December 19, 2030, subject to the notes being automatically called by us.
Term Approximately five (5) years.
Observation and Payment Dates See "Observation and Payment Dates" below.
Coupon rate 0.70% monthly (equivalent to 8.40% per annum).
Coupon payment level 65.00% 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.
Autocall level 105.00% of the initial level.

BMO
Client Brochure
IB-2


Bank of Montreal Principal-at-risk Notes
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 trade date.
Final level The closing level on 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:
$$= \frac{\text{closing level} - \text{initial level}}{\text{initial level}}$$
Final reference asset return The reference asset return on the final valuation date.
Barrier level 65.00% 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:
$$= CAD\$100.00 + (CAD\$100.00 \times \text{final reference asset return})$$
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 For information about the Canadian federal income tax considerations associated with an investment in the notes, see “Tax Considerations – Certain Canadian Federal Income Tax Considerations” in the income product 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 JHN11737
Calculation agent BMO Capital Markets.
Dealer BMO Nesbitt Burns Inc., an affiliate of ours, and Raymond James Ltd., 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 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 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

BMO

Client Brochure


Bank of Montreal Principal-at-risk Notes
deemed to be a request sent and received in respect of the next following business day. Sale 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” in the pricing supplement. |
| | 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.

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

BMO

Client Brochure

IB-4


Bank of Montreal
Principal-at-risk Notes

Observation and Payment Dates

Observation date Coupon observation date* Autocall observation date* Coupon payment date / Autocall payment date**
1 January 12, 2026 n/a January 19, 2026 (Not callable)
2 February 11, 2026 n/a February 19, 2026 (Not callable)
3 March 12, 2026 n/a March 19, 2026 (Not callable)
4 April 13, 2026 n/a April 20, 2026 (Not callable)
5 May 11, 2026 n/a May 19, 2026 (Not callable)
6 June 12, 2026 n/a June 19, 2026 (Not callable)
7 July 13, 2026 n/a July 20, 2026 (Not callable)
8 August 12, 2026 n/a August 19, 2026 (Not callable)
9 September 14, 2026 n/a September 21, 2026 (Not callable)
10 October 9, 2026 n/a October 19, 2026 (Not callable)
11 November 12, 2026 n/a November 19, 2026 (Not callable)
12 December 14, 2026 December 14, 2026 December 21, 2026
13 January 12, 2027 n/a January 19, 2027 (Not callable)
14 February 11, 2027 n/a February 19, 2027 (Not callable)
15 March 12, 2027 March 12, 2027 March 19, 2027
16 April 12, 2027 n/a April 19, 2027 (Not callable)
17 May 12, 2027 n/a May 19, 2027 (Not callable)
18 June 14, 2027 June 14, 2027 June 21, 2027
19 July 12, 2027 n/a July 19, 2027 (Not callable)
20 August 12, 2027 n/a August 19, 2027 (Not callable)
21 September 13, 2027 September 13, 2027 September 20, 2027
22 October 12, 2027 n/a October 19, 2027 (Not callable)
23 November 12, 2027 n/a November 19, 2027 (Not callable)
24 December 13, 2027 December 13, 2027 December 20, 2027
25 January 12, 2028 n/a January 19, 2028 (Not callable)
26 February 14, 2028 n/a February 22, 2028 (Not callable)
27 March 13, 2028 March 13, 2028 March 20, 2028
28 April 11, 2028 n/a April 19, 2028 (Not callable)
29 May 12, 2028 n/a May 19, 2028 (Not callable)
30 June 12, 2028 June 12, 2028 June 19, 2028
31 July 12, 2028 n/a July 19, 2028 (Not callable)
32 August 14, 2028 n/a August 21, 2028 (Not callable)
33 September 12, 2028 September 12, 2028 September 19, 2028
34 October 12, 2028 n/a October 19, 2028 (Not callable)
35 November 10, 2028 n/a November 20, 2028 (Not callable)
36 December 12, 2028 December 12, 2028 December 19, 2028
37 January 12, 2029 n/a January 19, 2029 (Not callable)
38 February 12, 2029 n/a February 20, 2029 (Not callable)
39 March 12, 2029 March 12, 2029 March 19, 2029
40 April 12, 2029 n/a April 19, 2029 (Not callable)
41 May 14, 2029 n/a May 22, 2029 (Not callable)
42 June 12, 2029 June 12, 2029 June 19, 2029
43 July 12, 2029 n/a July 19, 2029 (Not callable)
44 August 13, 2029 n/a August 20, 2029 (Not callable)

BMO
Client Brochure


Bank of Montreal Principal-at-risk Notes
45 September 12, 2029 September 12, 2029 September 19, 2029
46 October 12, 2029 n/a October 19, 2029 (Not callable)
47 November 9, 2029 n/a November 19, 2029 (Not callable)
48 December 12, 2029 December 12, 2029 December 19, 2029
49 January 14, 2030 n/a January 21, 2030 (Not callable)
50 February 11, 2030 n/a February 19, 2030 (Not callable)
51 March 12, 2030 March 12, 2030 March 19, 2030
52 April 12, 2030 n/a April 22, 2030 (Not callable)
53 May 13, 2030 n/a May 21, 2030 (Not callable)
54 June 12, 2030 June 12, 2030 June 19, 2030
55 July 12, 2030 n/a July 19, 2030 (Not callable)
56 August 12, 2030 n/a August 19, 2030 (Not callable)
57 September 12, 2030 September 12, 2030 September 19, 2030
58 October 11, 2030 n/a October 21, 2030 (Not callable)
59 November 12, 2030 n/a November 19, 2030 (Not callable)
60 December 12, 2030 December 12, 2030 December 19, 2030
  • 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.
    ** Each coupon payment date and autocall payment date is subject to postponement if such date is not a business day or a market disruption event occurs.

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Client Brochure


Bank of Montreal
Principal-at-risk Notes

How do the Notes work?

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
65.00% of the initial level 105.00% of the initial level

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Example 1: Payment at Maturity (Negative Scenario)

Investor cash flow summary per note
(1) Principal amount paid CAD $100.00
(2) Total coupons received CAD $1.40
(3) Maturity payment received CAD $51.00
(4) Total amount received = (2) + (3) CAD $52.40
(5) Return on the notes (annualized) -12.12%

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 51.00% of the initial level, which is below the barrier level, so the final reference asset return is -49.00%. Accordingly, you would receive a maturity payment of CAD $51.00 per note with coupons totalling CAD $1.40 per note over the term of the notes (which is equivalent to a compounded annual loss of 12.12% on the notes).

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

$$
\begin{array}{l}
\text{Maturity payment} = \text{CAD} \$100.00 + (\text{CAD} \$100.00 \times \text{final reference asset return}) \
= \text{CAD} \$100.00 + (\text{CAD} \$100.00 \times -49.00\%) \
= \text{CAD} \$51.00
\end{array}
$$

BMO
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Client Brochure


Bank of Montreal

Principal-at-risk Notes

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Example 2: Payment at Maturity (Neutral Scenario)

Investor cash flow summary per note

(1) Principal amount paid CAD $100.00
(2) Total coupons received CAD $13.30
(3) Maturity payment received CAD $100.00
(4) Total amount received = (2) + (3) CAD $113.30
(5) Return on the notes (annualized) 2.53%

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 nineteen of the coupon observation dates and below the coupon payment level on all the others, so you would receive nineteen of the coupon payments.

Lastly, the final level is at 75.00% of the initial level, which is above the barrier level, so the final reference asset return is -25.00%. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD $13.30 per note over the term of the notes (which is equivalent to a compounded annual return of 2.53% on the notes).

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Example 3: Payment at Maturity (Positive Scenario)

Investor cash flow summary per note

(1) Principal amount paid CAD $100.00
(2) Total coupons received CAD $42.00
(3) Maturity payment received CAD $100.00
(4) Total amount received = (2) + (3) CAD $142.00
(5) Return on the notes (annualized) 7.26%

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 75.00% of the initial level, which is above the barrier level, so the final reference asset return is -25.00%. Accordingly, you would receive a maturity payment equal to the principal amount with coupons totalling CAD $42.00 per note over the term of the notes (which is equivalent to a compounded annual return of 7.26% on the notes).

BMO

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Client Brochure


Bank of Montreal

Principal-at-risk Notes

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Example 4: Automatic Early Redemption

Investor cash flow summary per note
(1) Principal amount paid CAD $100.00
(2) Total coupons received CAD $14.70
(3) Maturity payment received (early redemption) CAD $100.00
(4) Total amount received = (2) + (3) CAD $114.70
(5) Return on the notes (annualized) 8.14%

In this hypothetical example, the closing level is below the autocall level on all autocall observation dates until the twenty-first observation date. This results in the notes being redeemed early on the autocall payment date corresponding with the twenty-first observation date. Furthermore, it is above the coupon payment level on twenty-one of the coupon observation dates, so you would receive twenty-one 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 $14.70 per note over the term of the notes (which is equivalent to a compounded annual return of $8.14\%$ on the notes).

BMO

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Client Brochure


Bank of Montreal
Principal-at-risk Notes

Disclaimer

This document should be read in conjunction with Bank of Montreal's short form base shelf prospectus dated May 29, 2025 (the "base shelf prospectus"), the income notes prospectus supplement dated May 29, 2025 (the "income product supplement") and pricing supplement No. 1055 dated December 17, 2025 (the "pricing supplement"), each as amended or supplemented.

Amounts paid to you will depend on the performance of the reference asset. The notes are not designed to be alternatives to fixed income or money market investments. Bank of Montreal does not guarantee that you will receive any return or repayment of your principal investment in the notes at maturity, subject to the minimum payment amount of CAD $1.00 per note. The notes provide contingent protection only, meaning that you could lose some or substantially all of your principal investment in the notes if the final reference asset level is below 65.00% of the initial level on the final valuation date. See "Certain Risk Factors" in the base shelf prospectus, "Risk Factors" in the income product supplement and "Risk Factors" in the pricing supplement.

Prospective purchasers should carefully consider all of the information set forth in the pricing supplement, the income product supplement and the base shelf prospectus and, in particular, should evaluate the specific risk factors set forth under "Risk Factors" in the income product supplement and "Risk Factors" in the pricing supplement.

BMO Nesbitt Burns Inc. is a wholly-owned subsidiary of Bank of Montreal. As a result, Bank of Montreal is a "related issuer" of BMO Nesbitt Burns Inc. for the purposes of National Instrument 33-105 — Underwriting Conflicts. See "Plan of Distribution" in the income product supplement and "Supplemental Plan of Distribution" in the pricing supplement.

The notes have not been and will not be rated. A rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.

The notes will not be deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking financial institution. See "Description of the notes — Ranking" in the income product supplement.

The above summary is for information purposes only and does not constitute an offer to sell or a solicitation to purchase notes. The offering and sale of notes may be prohibited or restricted by laws in certain jurisdictions. Notes may only be purchased where they may be lawfully offered for sale and only through individuals qualified to sell them. Unless the context otherwise requires, terms not defined herein will have the meaning ascribed thereto in the pricing supplement. A copy of the pricing supplement, the income product supplement and the base shelf prospectus can be obtained at www.sedarplus.ca.

The Solactive Equal Weight US Major Bank Select 33 AR Index is owned, calculated, administered and published by Solactive AG ("Solactive") assuming the role as administrator (the "index sponsor") under the Regulation (EU) 2016/1011. The name "Solactive" is a registered trademark of Solactive. Solactive is registered with and regulated by the German Federal Financial Supervisory Authority ("BaFin"). The reference asset is a product of Solactive, its affiliates and/or its third-party licensors and has been licensed for use by Bank of Montreal and its affiliates. The notes are not sponsored, endorsed, sold or promoted by Solactive, or any of its respective affiliates. Neither Solactive, nor its respective affiliates, make any representation regarding the advisability of investing in such product(s).

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

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