Obligation Montreal Bank 11% ( US06367TR365 ) en USD

Société émettrice Montreal Bank
Prix sur le marché 100 %  ▲ 
Pays  Canada
Code ISIN  US06367TR365 ( en USD )
Coupon 11% par an ( paiement semestriel )
Echéance 31/12/2021 - Obligation échue



Prospectus brochure de l'obligation Bank of Montreal US06367TR365 en USD 11%, échue


Montant Minimal 1 000 USD
Montant de l'émission 522 000 USD
Cusip 06367TR36
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée La Banque de Montréal (BMO) est une institution financière multinationale canadienne offrant une vaste gamme de services bancaires de détail, de gestion de patrimoine, de marchés des capitaux et de services bancaires aux entreprises à l'échelle mondiale.

L'Obligation émise par Montreal Bank ( Canada ) , en USD, avec le code ISIN US06367TR365, paye un coupon de 11% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/12/2021







424B2 1 r1226171424b2.htm ARC 320
Registration Statement No. 333-217200
Filed Pursuant to Rule 424(b)(2)

Pricing Supplement dated December 26, 2017 to the Prospectus dated April 27, 2017,
the Prospectus Supplement dated April 27, 2017 and the Product Supplement dated May 1, 2017
US$522,000
Senior Medium-Term Notes, Series D
Autocallable Cash-Settled Notes with Conditional Interest Payments due December 31, 2021
Linked to the Lesser Performing of the SPDR® S&P®
Oil & Gas Exploration & Production ETF and the VanEck VectorsTM Gold Miners ETF
·
This pricing supplement relates an offering of Autocallable Cash-Settled Notes with Conditional Interest Payments linked to the Lesser Performing of the
SPDR® S&P® Oil & Gas Exploration & Production ETF and the VanEck VectorsTM Gold Miners ETF (the "Underlying Assets").
·
The notes are designed for investors who are seeking conditional interest payments equal to 2.75% of the principal amount per quarter, as well as a return of
principal if the Closing Level of each Underlying Asset on any Call Date beginning on March 26, 2018 is greater than or equal to 100% of its Initial Level
(the "Call Level"). Investors should be willing to have their notes automatically redeemed prior to maturity and be willing to lose some or all of their
principal at maturity.
·
The notes will bear interest at a rate equal to 2.75% of the principal amount per quarter ($27.50 per $1,000 in principal amount) if the price of each
Underlying Asset is greater than or equal to its Coupon Barrier Level as of the applicable quarterly Observation Date. Any interest will be payable on the
final business day of each quarter, beginning on March 29, 2018, and until the maturity date, subject to the automatic redemption feature.
·
If on any Call Date beginning on March 26, 2018, the Closing Level of each Underlying Asset is greater than or equal to its Call Level, the notes will be
automatically called. On the applicable Call Settlement Date, for each $1,000 principal amount, investors will receive the principal amount plus the
applicable interest payment.
·
The notes do not guarantee any return of principal at maturity. Instead, if the notes are not automatically called, the payment at maturity will be based on the
Final Level of each Underlying Asset and whether the Closing Level of that Underlying Asset has declined from its Initial Level below its Trigger Level on
the Valuation Date (a "Trigger Event"), as described below.
·
If the notes are not automatically redeemed, and a Trigger Event occurs with respect to any Underlying Asset, investors will be subject to one-for-one loss
of the principal amount of the notes for any percentage decrease in the Lesser Performing Underlying Asset from its Initial Level to its Final Level. In such a
case, you will receive a cash amount at maturity that is less than the principal amount.
·
The notes will not be listed on any securities exchange.
·
All payments on the notes are subject to the credit risk of Bank of Montreal.
·
The offering priced on December 26, 2017, and the notes will settle through the facilities of The Depository Trust Company on December 29, 2017.
·
The notes are scheduled to mature on December 31, 2021.
·
The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.
·
Our subsidiary, BMO Capital Markets Corp. ("BMOCM"), is the agent for this offering. See "Supplemental Plan of Distribution (Conflicts of Interest)"
below.
Coupon Barrier

Levels and

Autocallable


Trigger Levels



Proceeds to
Note

Ticker
Initial
(% of the

Principal
Price to
Agent's
Bank of
Number
Underlying Assets
Symbols
Levels
Initial Levels)*
CUSIP
Amount
Public(1)
Commission(1)
Montreal
ARC320
SPDR® S&P®
XOP
$37.64
$24.47, 65.00% of
06367TR36
$522,000
100.00%
3.00%
97.00%
Oil & Gas Exploration &


the Initial Level
US$15,660
US$506,340
Production ETF and VanEck
GDX
$23.20
$15.08, 65.00% of
VectorsTM Gold Miners ETF

the Initial Level

* Rounded to two decimal places
(1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the notes
in these accounts may be between $970.00 and $1,000 per $1,000 in principal amount.
Investing in the notes involves risks, including those described in the "Selected Risk Considerations" section beginning on page P-4 of this pricing supplement, the
"Additional Risk Factors Relating to the Notes" section beginning on page PS-5 of the product supplement, and the "Risk Factors" sections beginning on page S-1 of the
prospectus supplement and on page 8 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy of
this pricing supplement, the product supplement, the prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.
The notes will be our unsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal Deposit Insurance Corporation, the Deposit Insurance
Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.
On the date of this pricing supplement, based on the terms set forth above, the estimated initial value of the notes is $946.70 per $1,000 in principal amount. As discussed in more detail
in this pricing supplement, the actual value of the notes at any time will reflect many factors and cannot be predicted with accuracy.

BMO CAPITAL MARKETS



Key Terms of the Notes:

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Underlying Assets:
The SPDR® S&P® Oil & Gas Exploration & Production ETF (ticker symbol: XOP) and the VanEck VectorsTM
Gold Miners ETF (ticker symbol: GDX). See the section below entitled "The Underlying Assets" for additional
information about the Underlying Assets.


Conditional Coupon:
If the Closing Level of each Underlying Asset is greater than or equal to its respective Coupon Barrier Level as of the
applicable quarterly Observation Date, investors will receive an interest payment for that quarter. Holders of the notes
may not receive any interest payments during the term of the notes.


Interest Rate:
2.75% of the principal amount per quarter, if payable, unless earlier redeemed. Accordingly, each interest payment, if
payable, will equal $27.50 for each $1,000 in principal amount per quarter.


Observation Dates:
The third scheduled trading day prior to the applicable interest payment date. Each Observation Date is subject to
postponement, as set forth in the product supplement in the section "General Terms of the Notes--Market Disruption
Events."


Interest Payment Dates:
Interest, if payable, will be paid on the last business day of each March, June, September and December, beginning on
March 29, 2018, and until the maturity date, subject to the automatic redemption feature.


Automatic Redemption:
If, on any Call Date beginning on March 26, 2018, the Closing Level of each Underlying Asset is greater than or
equal to its Call Level, the notes will be automatically redeemed.


Payment upon Automatic
If the notes are automatically redeemed, then, on the applicable Call Settlement Date, for each $1,000 principal
Redemption:
amount, investors will receive the principal amount plus the applicable interest payment.


Call Dates:
The third (3rd) business day prior to a Call Settlement Date.


Call Settlement Dates:
Quarterly, beginning on March 29, 2018.


Payment at Maturity:
If the notes are not automatically redeemed, the payment at maturity for the notes is based on the performance of the
Underlying Assets. You will receive $1,000 for each $1,000 in principal amount of the note, unless a Trigger Event
has occurred with respect to any Underlying Asset.



If a Trigger Event has occurred with respect to any Underlying Asset, you will receive at maturity, for each $1,000 in
principal amount of your notes, a cash amount equal to:

$1,000 + [$1,000 x (Percentage Change of the Lesser Performing Underlying Asset)]

This amount will be less than the principal amount of your notes, and may be zero.

You will receive the final interest payment at maturity, if payable.




Trigger Event:
A Trigger Event will be deemed to occur with respect to an Underlying Asset if its Closing Level is less than its
Trigger Level on the Valuation Date.

Lesser Performing
The Underlying Asset that has the lowest Percentage Change.
Underlying Asset:


Percentage Changes:
With respect to each Underlying Asset,


Final Level - Initial Level

, expressed as a percentage
Initial Level

Initial Levels:
$23.20 with respect to the GDX and $37.64 with respect to the XOP, each of which was its Closing Level on the
Pricing Date.


Call Levels:
$23.20 with respect to the GDX and $37.64 with respect to the XOP, each of which is 100% of its Initial Level.


Final Levels:
With respect to each Underlying Asset, its Closing Level on the Valuation Date.


Coupon Barrier Levels:
$15.08 with respect to the GDX and $24.47 with respect to the XOP, each of which is 65.00% of its Initial Level
(rounded to two decimal places).


Trigger Levels:
$15.08 with respect to the GDX and $24.47 with respect to the XOP, each of which is 65.00% of its Initial Level
(rounded to two decimal places).

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P-2


Pricing Date:
December 26, 2017


Settlement Date:
December 29, 2017


Valuation Date:
December 28, 2021


Maturity Date:
December 31, 2021


Calculation Agent:
BMOCM


Selling Agent:
BMOCM


P-3
Additional Terms of the Notes

You should read this pricing supplement together with the product supplement dated May 1, 2017, the prospectus supplement dated April 27,
2017 and the prospectus dated April 27, 2017. This pricing supplement, together with the documents listed below, contains the terms of the notes and
supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours or the agent.
You should carefully consider, among other things, the matters set forth in "Additional Risk Factors Relating to the Notes" in the product supplement, as
the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers
before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):

·
Product supplement dated May 1, 2017:
https://www.sec.gov/Archives/edgar/data/927971/000121465917002863/p427170424b5.htm

·
Prospectus supplement dated April 27, 2017:
https://www.sec.gov/Archives/edgar/data/927971/000119312517142764/d381374d424b5.htm

· Prospectus dated April 27, 2017:
https://www.sec.gov/Archives/edgar/data/927971/000119312517142728/d254784d424b2.htm

Our Central Index Key, or CIK, on the SEC website is 927971. As used in this pricing supplement, "we," "us" or "our" refers to Bank of
Montreal.

P-4

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Underlying Assets or
their components. These risks are explained in more detail in the "Additional Risk Factors Relating to the Notes" section of the product supplement.

·
Your investment in the notes may result in a loss. -- The notes do not guarantee any return of principal. If the notes are not automatically
redeemed, the payment at maturity will be based on whether a Trigger Event has occurred with respect to any Underlying Asset. If a Trigger
Event has occurred with respect to any Underlying Asset, because the Final Level of any Underlying Asset is less than its Initial Level, you will
be subject to a one-for-one loss of the principal amount of the notes for any Percentage Change of the Lesser Performing Underlying Asset from
its Initial Level. In such a case, you will receive at maturity a cash payment that is less than the principal amount of the notes and may be zero.
Accordingly, you could lose up to the entire principal amount of your notes.

·
You may not receive any conditional interest payments with respect to your notes. -- If the Closing Level of either Underlying Asset is less
than or equal to its respective Coupon Barrier Level as of the applicable quarterly Observation Date, you will not receive a quarterly interest
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payment on the applicable interest payment date. You may not receive any interest payments during the term of the notes.

·
Your notes are subject to automatic early redemption. -- We will redeem the notes if the Closing Level of each Underlying Asset on any Call
Date specified above is greater than its Call Level. Following an automatic redemption, you will not receive any additional conditional interest
payments on the notes, and you may not be able to reinvest your proceeds in an investment with returns that are comparable to the notes.

·
Your return on the notes is limited to the conditional interest payments, regardless of any appreciation in the value of any Underlying
Asset. -- You will not receive a payment at maturity with a value greater than your principal amount plus the final interest payment, if payable.
In addition, if the notes are automatically called, you will not receive a payment greater than the principal amount plus the applicable conditional
interest payment, even if the Final Level of an Underlying Asset exceeds its Call Level by a substantial amount. Accordingly, your maximum
return for each $1,000 in principal amount of the notes is equal to the 16 quarterly payments of $27.50, or $440.00, a 44.00% return.

· Your investment is subject to the credit risk of Bank of Montreal. -- Our credit ratings and credit spreads may adversely affect the market
value of the notes. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk
and to changes in the market's view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the
market for taking our credit risk is likely to adversely affect the value of the notes.

·
Whether interest is payable on the notes, and your payment at maturity may be determined solely by reference to the Lesser Performing
Underlying Asset, even if the other Underlying Asset performs better. -- We will only make each interest payment on the notes if the Closing
Level of both Underlying Assets on the applicable Observation Date exceeds the applicable Coupon Barrier, even if the price of the other
Underlying Asset has increased significantly. Similarly, if a Trigger Event occurs with respect to any Underlying Asset, your payment at
maturity will be determined by reference to the performance of the Lesser Performing Underlying Asset. Even if the other Underlying Asset has
appreciated in value compared to its Initial Level, or has experienced a decline that is less than that of the Lesser Performing Underlying Asset,
your return at maturity will only be determined by reference to the performance of the Lesser Performing Underlying Asset.

·
The payments on the notes will be determined by reference to each Underlying Asset individually, not to a basket, and the payments on
the notes will be based on the performance of the Lesser Performing Underlying Asset. -- Whether each interest payment is payable, and the
payment at maturity if a Trigger Event occurs, will be determined only by reference to the performance of the Lesser Performing Underlying
Asset, regardless of the performance of the other Underlying Asset. The notes are not linked to a weighted basket, in which the risk may be
mitigated and diversified among each of the basket components. For example, in the case of notes linked to a weighted basket, the return would
depend on the weighted aggregate performance of the basket components reflected as the basket return. As a result, the depreciation of one basket
component could be mitigated by the appreciation of the other basket component, as scaled by the weighting of that basket component. However,
in the case of the notes, the individual performance of each Underlying Asset would not be combined, and the depreciation of an Underlying
Asset would not be mitigated by any appreciation of the other Underlying Asset. Instead, your receipt of interest payments on the notes will
depend on the price of both Underlying Assets on each Observation Date, and your return at maturity will depend solely on the Final Level of the
Lesser Performing Underlying Asset.

P-5

·
Potential conflicts. -- We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation
agent. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your
interests as an investor in the notes. We or one or more of our affiliates may also engage in trading securities held by an Underlying Asset on a
regular basis as part of our general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to
facilitate transactions for our customers. Any of these activities could adversely affect the price of an Underlying Asset and, therefore, the market
value of the notes. We or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with
returns linked or related to changes in the performance of the Underlying Assets. By introducing competing products into the marketplace in this
manner, we or one or more of our affiliates could adversely affect the market value of the notes.

·
Our initial estimated value of the notes is lower than the price to public. -- Our initial estimated value of the notes is only an estimate, and is
based on a number of factors. The price to public of the notes exceeds our initial estimated value, because costs associated with offering,
structuring and hedging the notes are included in the price to public, but are not included in the estimated value. These costs include the
underwriting discount and selling concessions, the profits that we and our affiliates expect to realize for assuming the risks in hedging our
obligations under the notes and the estimated cost of hedging these obligations.

·
Our initial estimated value does not represent any future value of the notes, and may also differ from the estimated value of any other
party. -- Our initial estimated value of the notes as of the date of this pricing supplement is derived using our internal pricing models. This value
is based on market conditions and other relevant factors, which include volatility of the Underlying Assets, dividend rates and interest rates.
Different pricing models and assumptions could provide values for the notes that are greater than or less than our initial estimated value. In
addition, market conditions and other relevant factors after the Pricing Date are expected to change, possibly rapidly, and our assumptions may
prove to be incorrect. After the Pricing Date, the value of the notes could change dramatically due to changes in market conditions, our
creditworthiness, and the other factors set forth in this pricing supplement and the product supplement. These changes are likely to impact the
price, if any, at which we or BMOCM would be willing to purchase the notes from you in any secondary market transactions. Our initial
estimated value does not represent a minimum price at which we or our affiliates would be willing to buy your notes in any secondary market at
any time.

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· The terms of the notes were not determined by reference to the credit spreads for our conventional fixed-rate debt. -- To determine the
terms of the notes, we used an internal funding rate that represents a discount from the credit spreads for our conventional fixed-rate debt. As a
result, the terms of the notes are less favorable to you than if we had used a higher funding rate.

·
Certain costs are likely to adversely affect the value of the notes. -- Absent any changes in market conditions, any secondary market prices of
the notes will likely be lower than the price to public. This is because any secondary market prices will likely take into account our then-current
market credit spreads, and because any secondary market prices are likely to exclude all or a portion of the agent's commission and the hedging
profits and estimated hedging costs that are included in the price to public of the notes and that may be reflected on your account statements. In
addition, any such price is also likely to reflect a discount to account for costs associated with establishing or unwinding any related hedge
transaction, such as dealer discounts, mark-ups and other transaction costs. As a result, the price, if any, at which BMOCM or any other party
may be willing to purchase the notes from you in secondary market transactions, if at all, will likely be lower than the price to public. Any sale
that you make prior to the maturity date could result in a substantial loss to you.

P-6

·
Owning the notes is not the same as owning shares of the applicable Underlying Asset or a security directly linked to the applicable
Underlying Asset. -- The return on your notes will not reflect the return you would realize if you actually owned shares of the applicable
Underlying Asset or a security directly linked to the performance of the applicable Underlying Asset and held that investment for a similar
period. Your notes may trade quite differently from the applicable Underlying Asset. Changes in the price of the applicable Underlying Asset
may not result in comparable changes in the market value of your notes. Even if the price of the applicable Underlying Asset increases during the
term of the notes, the market value of the notes prior to maturity may not increase to the same extent. It is also possible for the market value of
the notes to decrease while the price of the applicable Underlying Asset increases. In addition, any dividends or other distributions paid on the
applicable Underlying Asset will not be reflected in the amount payable on the notes. The return on each of the notes may be less than the return
on an investment in the applicable Underlying Asset.

·
You will not have any shareholder rights and will have no right to receive any shares of the applicable Underlying Asset at maturity. --
Investing in your notes will not make you a holder of any shares of the applicable Underlying Asset or any securities held by the applicable
Underlying Asset. Neither you nor any other holder or owner of the notes will have any voting rights, any right to receive dividends or other
distributions, or any other rights with respect to the applicable Underlying Asset or such other securities.

·
Changes that affect the applicable Underlying Index will affect the market value of the notes and the amount you will receive at
maturity. -- The policies of the applicable index sponsor, S&P Dow Jones Indices LLC ("S&P") for the Underlying Index of the SPDR® S&P®
Oil & Gas Exploration & Production ETF, and NYSE Arca for the Underlying Index of the VanEck VectorsTM Gold Miners ETF, concerning the
calculation of the applicable Underlying Index, additions, deletions or substitutions of the components of the applicable Underlying Index and the
manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the applicable
Underlying Index and, therefore, could affect the share price of the applicable Underlying Asset, the amount payable on the notes at maturity, and
the market value of the notes prior to maturity. The amount payable on the notes and their market value could also be affected if the applicable
index sponsor changes these policies, for example, by changing the manner in which it calculates the applicable Underlying Index, or if the
applicable index sponsor discontinues or suspends the calculation or publication of the applicable Underlying Index.

·
We have no affiliation with the index sponsor of the applicable Underlying Index and will not be responsible for its actions. -- The
sponsor of the applicable Underlying Index is not our affiliate and will not be involved in the offering of the notes in any way. Consequently, we
have no control over the actions of the index sponsor of the applicable Underlying Index, including any actions of the type that would require the
calculation agent to adjust the payment to you at maturity. The index sponsors have no obligation of any sort with respect to the notes. Thus, the
applicable index sponsor has no obligation to take your interests into consideration for any reason, including in taking any actions that might
affect the value of the notes. None of our proceeds from the issuance of the notes will be delivered to the index sponsor of the applicable
Underlying Index.

·
Adjustments to the applicable Underlying Asset could adversely affect the notes. -- The sponsor and advisor of the applicable Underlying
Asset (which is Van Eck Associates Corporation ("Van Eck") for the VanEck VectorsTM Gold Miners ETF and SSgA Funds Management, Inc.
("SSFM") for the SPDR® S&P® Oil & Gas Exploration & Production ETF) is responsible for calculating and maintaining the applicable
Underlying Asset. The sponsor and advisor of the applicable Underlying Asset can add, delete or substitute the stocks held by the applicable
Underlying Asset or make other methodological changes that could change the share price of the applicable Underlying Asset at any time. If one
or more of these events occurs, the calculation of the amount payable at maturity may be adjusted to reflect such event or events. Consequently,
any of these actions could adversely affect the amount payable at maturity and/or the market value of the applicable notes.

P-7

·
We and our affiliates do not have any affiliation with the applicable investment advisor of the applicable Underlying Asset and are not
responsible for its public disclosure of information. -- The investment advisor of the applicable Underlying Asset advises the applicable
Underlying Asset on various matters including matters relating to the policies, maintenance and calculation of the applicable Underlying Asset.
We and our affiliates are not affiliated with the applicable investment advisor in any way and have no ability to control or predict its actions,
including any errors in or discontinuance of disclosure regarding its methods or policies relating to the applicable Underlying Asset. The
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applicable investment advisor is not involved in the offerings of the notes in any way and has no obligation to consider your interests as an owner
of the notes in taking any actions relating to the applicable Underlying Asset that might affect the value of the notes. Neither we nor any of our
affiliates has independently verified the adequacy or accuracy of the information about the applicable investment advisor or the applicable
Underlying Asset contained in any public disclosure of information. You, as an investor in the notes, should make your own investigation into the
applicable Underlying Asset.

·
The correlation between the performance of the applicable Underlying Asset and the performance of the applicable Underlying Index
may be imperfect. -- The performance of the applicable Underlying Asset is linked principally to the performance of the applicable Underlying
Index. However, because of the potential discrepancies identified in more detail in the product supplement, the return on the applicable
Underlying Asset may correlate imperfectly with the return on the applicable Underlying Index.

·
The applicable Underlying Asset is subject to management risks. -- The applicable Underlying Asset is subject to management risk, which is
the risk that the applicable investment advisor's investment strategy, the implementation of which is subject to a number of constraints, may not
produce the intended results. For example, the applicable investment advisor may invest a portion of the applicable Underlying Asset's assets in
securities not included in the relevant industry or sector but which the applicable investment advisor believes will help the applicable Underlying
Asset track the relevant industry or sector.

·
Lack of liquidity. -- The notes will not be listed on any securities exchange. BMOCM may offer to purchase the notes in the secondary market,
but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily.
Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade the notes is likely to
depend on the price, if any, at which BMOCM is willing to buy the notes.

·
Hedging and trading activities. -- We or any of our affiliates may have carried out or may carry out hedging activities related to the notes,
including purchasing or selling shares of an Underlying Asset or securities held by the applicable Underlying Asset, or futures or options relating
to the applicable Underlying Asset, or other derivative instruments with returns linked or related to changes in the performance of the applicable
Underlying Asset. We or our affiliates may also engage in trading of shares of the applicable Underlying Asset or securities held by the
applicable Underlying Asset from time to time. Any of these hedging or trading activities on or prior to the Pricing Date and during the term of
the notes could adversely affect our payment to you at maturity.

·
Many economic and market factors will influence the value of the notes. -- In addition to the price of each Underlying Asset and interest
rates on any trading day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify
each other, and which are described in more detail in the product supplement.

·
You must rely on your own evaluation of the merits of an investment linked to the Underlying Assets. -- In the ordinary course of their
businesses, our affiliates from time to time may express views on expected movements in the prices of the Underlying Assets or the prices of the
securities held by the Underlying Assets. One or more of our affiliates have published, and in the future may publish, research reports that
express views on the Underlying Assets or these securities. However, these views are subject to change from time to time. Moreover, other
professionals who deal in the markets relating to the Underlying Assets at any time may have significantly different views from those of our
affiliates. You are encouraged to derive information concerning the Underlying Assets from multiple sources, and you should not rely on the
views expressed by our affiliates.

Neither the offering of the notes nor any views which our affiliates from time to time may express in the ordinary course of their businesses
constitutes a recommendation as to the merits of an investment in the notes.

· Significant aspects of the tax treatment of the notes are uncertain. -- The tax treatment of the notes is uncertain. We do not plan to request a
ruling from the Internal Revenue Service or from any Canadian authorities regarding the tax treatment of the notes, and the Internal Revenue
Service or a court may not agree with the tax treatment described in this pricing supplement.

P-8

The Internal Revenue Service has released a notice that may affect the taxation of holders of "prepaid forward contracts" and similar instruments.
According to the notice, the Internal Revenue Service and the U.S. Treasury are actively considering whether the holder of such instruments
should be required to accrue ordinary income on a current basis. While it is not clear whether the notes would be viewed as similar to such
instruments, it is possible that any future guidance could materially and adversely affect the tax consequences of an investment in the notes,
possibly with retroactive effect.

Please read carefully the section entitled "Supplemental U.S. Federal Income Tax Considerations" in this pricing supplement, the section entitled
"United States Federal Income Taxation" in the accompanying prospectus and the section entitled "Certain Income Tax Consequences" in the
accompanying prospectus supplement. You should consult your tax advisor about your own tax situation.

Additional Risks Relating to the SPDR® S&P® Oil & Gas Exploration & Production ETF

·
The stocks included in the Underlying Index of SPDR® S&P® Oil & Gas Exploration & Production ETF are concentrated in one
sector. -- All of the stocks included in the applicable Underlying Index are issued by companies in the oil and gas exploration and production
sector. As a result, the stocks that will determine the performance of the applicable Underlying Index, which the applicable Underlying Asset
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seeks to replicate, are concentrated in one sector. Although an investment in the notes will not give holders any ownership or other direct
interests in the stocks comprising the applicable Underlying Index, the return on an investment in the notes will be subject to certain risks
associated with a direct equity investment in companies in the oil and gas exploration and production sector. Accordingly, by investing in the
notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.

The issuers of the stocks held by the applicable Underlying Asset and included in the applicable Underlying Index develop and produce, among
other things, crude oil and natural gas, and provide, among other things, drilling services and other services related to oil and gas production and
distribution. Stock prices for these types of companies are affected by supply and demand both for their specific product or service and for oil and
gas products in general. The price of oil and gas, exploration and production spending, government regulation, world events and economic
conditions will likewise affect the performance of these companies. Correspondingly, the stocks of companies in this sector are subject to swift
price fluctuations caused by events relating to international politics, energy conservation, the success of exploration projects and tax and other
governmental regulatory policies. Weak demand for the companies' products or services or for oil and gas products and services in general, as
well as negative developments in these other areas, would adversely impact the value of the stocks held by the applicable Underlying Asset and
included in the applicable Underlying Index, the market price of the applicable Underlying Asset, and the value of the notes.

Additional Risks Relating to the VanEck VectorsTM Gold Miners ETF

·
The holdings of the VanEck VectorsTM Gold Miners ETF are concentrated in the gold and silver mining industries. -- All or substantially
all of the equity securities held by the applicable Underlying Asset are issued by gold or silver mining companies. An investment in the notes
linked to the applicable Underlying Asset will be concentrated in the gold and silver mining industries. As a result of being linked to a single
industry or sector, the notes may have increased volatility as the share price of the applicable Underlying Asset may be more susceptible to
adverse factors that affect that industry or sector. Competitive pressures may have a significant effect on the financial condition of companies in
these industries.

P-9

In addition, these companies are highly dependent on the price of gold or silver, as applicable. These prices fluctuate widely and may be affected
by numerous factors. Factors affecting gold prices include economic factors, including, among other things, the structure of and confidence in the
global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in
which the price of gold is generally quoted), interest rates and gold borrowing and lending rates, and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may also be affected by industry factors such as industrial and jewelry demand, lending,
sales and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral institutions which
hold gold, levels of gold production and production costs, and short-term changes in supply and demand because of trading activities in the gold
market. Factors affecting silver prices include general economic trends, technical developments, substitution issues and regulation, as well as
specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar
(the currency in which the price of silver is generally quoted) and other currencies, interest rates, central bank sales, forward sales by producers,
global or regional political or economic events, and production costs and disruptions in major silver producing countries such as Mexico and Peru.
The supply of silver consists of a combination of new mine production and existing stocks of bullion and fabricated silver held by governments,
public and private financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been
subject to very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also influence
the market.

Relationship to gold and silver bullion. -- The applicable Underlying Asset invests in shares of gold and silver mining companies, but not in
gold bullion or silver bullion. The applicable Underlying Asset may under- or over-perform gold bullion and/or silver bullion over the term of the
notes.

P-10

Examples of the Hypothetical Payment at Maturity for a $1,000 Investment in the Notes

The following table illustrates the hypothetical payments on a note at maturity, assuming that the notes are not automatically called. The
hypothetical payments are based on a $1,000 investment in the note, a hypothetical Initial Level of 100.00 for each Underlying Asset, a hypothetical
Trigger Level of 65.00 for each Underlying Asset (65.00% of its hypothetical Initial Level), a hypothetical Call Level of 100 for each Underlying Asset
(100% of its hypothetical Initial Level), a range of hypothetical Final Levels of the Lesser Performing Underlying Asset and the effect on the payment at
maturity.

The hypothetical examples shown below are intended to help you understand the terms of the notes. If the notes are not automatically called, the
actual cash amount that you will receive at maturity will depend upon whether the Final Level of any Underlying Asset is below its Trigger Level on the
Valuation Date. If the notes are automatically called prior to maturity, the hypothetical examples below will not be relevant, and you will receive on the
applicable Call Settlement Date, for each $1,000 principal amount, the principal amount plus the applicable interest payment, if payable.

Your total return on the notes will also depend on the number of quarterly periods in which interest is payable, as set forth above.

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Hypothetical Final
Hypothetical Final Level of the
Payment at Maturity
Level of the
Lesser Performing Underlying
(Excluding Any Conditional
Lesser Performing
Asset Expressed as a Percentage of
Interest Payment)
Underlying Asset
the Initial Level

150.00
150.00%
$1,000.00
125.00
125.00%
$1,000.00
110.00
110.00%
$1,000.00
100.00
100.00%
$1,000.00
90.00
90.00%
$1,000.00
85.00
85.00%
$1,000.00
75.00
75.00%
$1,000.00
70.00
70.00%
$1,000.00
65.00
65.00%
$1,000.00
60.00
60.00%
$600.00
50.00
50.00%
$500.00
25.00
25.00%
$250.00
0.00
0.00%
$0.00

P-11

Supplemental U.S. Federal Income Tax Considerations

The following, together with the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus supplement, is a
general description of the material U.S. tax considerations relating to the notes. It does not purport to be a complete analysis of all tax considerations
relating to the notes. Prospective purchasers of the notes should consult their tax advisors as to the consequences under the tax laws of the country of
which they are resident for tax purposes and the tax laws of Canada and the U.S. of acquiring, holding and disposing of the notes and receiving payments
under the notes. This summary is based upon the law as in effect on the date of this pricing supplement and is subject to any change in law that may take
effect after such date.

The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus supplement
with respect to United States holders (as defined in the accompanying prospectus). It applies only to those holders who are not excluded from the
discussion of U.S. federal income taxation in the accompanying prospectus. In addition, the discussion below assumes that an investor in the notes will be
subject to a significant risk that it will lose a significant amount of its investment in the notes. Bank of Montreal intends to treat conditional interest
payments with respect to the notes as U.S. source income for U.S. federal income tax purposes.

You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes in your
particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW THE NOTES SHOULD BE
TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES. AS A RESULT, THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN
INVESTMENT IN THE NOTES ARE UNCERTAIN. BECAUSE OF THE UNCERTAINTY, YOU SHOULD CONSULT YOUR TAX ADVISOR IN
DETERMINING THE U.S. FEDERAL INCOME TAX AND OTHER TAX CONSEQUENCES OF YOUR INVESTMENT IN THE NOTES,
INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR
OTHER TAX LAWS.

We will not attempt to ascertain whether either Underlying Asset or any of the entities whose stock is owned by either Underlying Asset would
be treated as a "passive foreign investment company" within the meaning of Section 1297 of the Code or a "U.S. real property holding corporation" within
the meaning of Section 897 of the Code. If either Underlying Asset or any of the entities whose stock is owned by either Underlying Asset were so treated,
certain adverse U.S. federal income tax consequences could possibly apply. You should refer to any available information filed with the SEC by the
Underlying Assets and the entities whose stock is owned by the Underlying Assets and consult your tax advisor regarding the possible consequences to you
in this regard.

In the opinion of our counsel, Morrison & Foerster LLP, it would generally be reasonable to treat a note with terms described in this pricing
supplement as a pre-paid cash-settled contingent income-bearing derivative contract in respect of the Underlying Assets for U.S. federal income tax
purposes, and the terms of the notes require a holder and us (in the absence of a change in law or an administrative or judicial ruling to the contrary) to
treat the notes for all tax purposes in accordance with such characterization. Although the U.S. federal income tax treatment of the conditional interest
payments is uncertain, we intend to take the position, and the following discussion assumes, that such conditional interest payments (including any interest
payment on or with respect to the maturity date) constitute taxable ordinary income to a United States holder at the time received or accrued in accordance
with the holder's regular method of accounting. If the notes are treated as described above, it would be reasonable for a United States holder to take the
position that it will recognize capital gain or loss upon the sale or maturity of the notes in an amount equal to the difference between the amount a United
States holder receives at such time (other than amounts properly attributable to any interest payments, which would be treated, as described above, as
ordinary income) and the United States holder's tax basis in the notes. In general, a United States holder's tax basis in the notes will be equal to the price
the holder paid for the notes. Capital gain recognized by an individual United States holder is generally taxed at ordinary income rates where the property
is held for one year or less. The deductibility of capital losses is subject to limitations.

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P-12

Alternative Treatments

Alternative tax treatments of the notes are also possible and the Internal Revenue Service might assert that a treatment other than that described
above is more appropriate. For example, it would be possible to treat the notes, and the Internal Revenue Service might assert that the notes should be
treated, as a single debt instrument. If the notes are so treated, a United States holder would generally be required to accrue interest currently over the term
of the notes irrespective of the conditional interest payments, if any, paid on the notes. In addition, any gain a United States holder might recognize upon
the sale or maturity of the notes would be ordinary income and any loss recognized by a holder at such time would be ordinary loss to the extent of
interest that same holder included in income in the current or previous taxable years in respect of the notes, and thereafter, would be capital loss.

Because of the absence of authority regarding the appropriate tax characterization of the notes, it is also possible that the Internal Revenue Service
could seek to characterize the notes in a manner that results in other tax consequences that are different from those described above.

The Internal Revenue Service has released a notice that may affect the taxation of holders of the notes. According to the notice, the Internal
Revenue Service and the Treasury Department are actively considering whether the holder of an instrument such as the notes should be required to accrue
ordinary income on a current basis irrespective of any interest payments, and they sought taxpayer comments on the subject. It is not possible to determine
what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the notes will ultimately be required to
accrue income currently and this could be applied on a retroactive basis. The Internal Revenue Service and the Treasury Department are also considering
other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital and whether the special
"constructive ownership rules" of Section 1260 of the Code might be applied to such instruments. Holders are urged to consult their tax advisors
concerning the significance, and the potential impact, of the above considerations. We intend to treat the notes for U.S. federal income tax purposes in
accordance with the treatment described in this pricing supplement unless and until such time as the Treasury Department and Internal Revenue Service
determine that some other treatment is more appropriate.

Backup Withholding and Information Reporting

Please see the discussion under "United States Federal Income Taxation--Other Considerations--Backup Withholding and Information
Reporting" in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments
made on your notes.

Non-United States Holders

The following discussion applies to non-United States holders of the notes. A non-United States holder is a beneficial owner of a note that, for
U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation, or a foreign estate or trust.

While the U.S. federal income tax treatment of the notes (including proper characterization of the conditional interest payments for U.S. federal
income tax purposes) is uncertain, U.S. federal income tax at a 30% rate (or at a lower rate under an applicable income tax treaty) will be withheld in
respect of the conditional interest payments paid to a non-United States holder unless such payments are effectively connected with the conduct by the
non-United States holder of a trade or business in the U.S. (in which case, to avoid withholding, the non-United States holder will be required to provide a
Form W-8ECI). We will not pay any additional amounts in respect of such withholding. To claim benefits under an income tax treaty, a non-United States
holder must obtain a taxpayer identification number and certify as to its eligibility under the appropriate treaty's limitations on benefits article, if applicable
(which certification may generally be made on a Form W-8BEN or W-8BEN-E, or a substitute or successor form). In addition, special rules may apply to
claims for treaty benefits made by corporate non-United States holders. A non-United States holder that is eligible for a reduced rate of U.S. federal
withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service. The availability of a lower rate of withholding or an exemption from withholding under an applicable income tax treaty will
depend on the proper characterization of the conditional interest payments under U.S. federal income tax laws and whether such treaty rate or exemption
applies to such payments. No assurance can be provided on the proper characterization of the conditional interest payments for U.S. federal income tax
purposes and, accordingly, no assurance can be provided on the availability of benefits under any income tax treaty. Non-United States holders must
consult their tax advisors in this regard.

P-13

Except as discussed below, a non-United States holder will generally not be subject to U.S. federal income or withholding tax on any gain (not
including for the avoidance of doubt any amounts properly attributable to any interest which would be subject to the rules discussed in the previous
paragraph) upon the sale or maturity of the notes, provided that (i) the holder complies with any applicable certification requirements (which certification
may generally be made on a Form W-8BEN or W-8BEN-E, or a substitute or successor form), (ii) the payment is not effectively connected with the
conduct by the holder of a U.S. trade or business, and (iii) if the holder is a non-resident alien individual, such holder is not present in the U.S. for 183
days or more during the taxable year of the sale or maturity of the notes. In the case of (ii) above, the holder generally would be subject to U.S. federal
income tax with respect to any income or gain in the same manner as if the holder were a United States holder and, in the case of a holder that is a
corporation, the holder may also be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable U.S. income tax treaty) of a
portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business in the U.S., subject to certain
adjustments. Payments made to a non-United States holder may be subject to information reporting and to backup withholding unless the holder complies
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with applicable certification and identification requirements as to its foreign status.

A "dividend equivalent" payment is treated as a dividend from sources within the U.S. and such payments generally would be subject to a 30%
U.S. withholding tax if paid to a non-United States holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with
respect to equity-linked instruments ("ELIs") that are "specified ELIs" may be treated as dividend equivalents if such specified ELIs reference an interest
in an "underlying security," which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with
respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue Service guidance provides that withholding on dividend
equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2019. Accordingly, non-
United States holders should not be subject to withholding on dividend equivalent payments, if any, under the notes. However, it is possible that the notes
could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Underlying Assets or the
notes, and following such occurrence the notes could be treated as delta-one specified ELIs that are subject to withholding on dividend equivalent
payments. Non-United States holders that enter, or have entered, into other transactions in respect of the Underlying Assets or the notes should consult
their tax advisors as to the application of the dividend equivalent withholding tax in the context of the notes and their other transactions. If any payments
are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required
to pay any additional amounts with respect to amounts so withheld.

As discussed above, alternative characterizations of the notes for U.S. federal income tax purposes are possible. Should an alternative
characterization, by reason of change or clarification of the law, by regulation or otherwise, cause payments as to the notes to become subject to
withholding tax in addition to the withholding tax described above, we will withhold tax at the applicable statutory rate. The Internal Revenue Service has
also indicated that it is considering whether income in respect of instruments such as the notes should be subject to withholding tax. Prospective investors
should consult their own tax advisors in this regard.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act imposes a 30% U.S. withholding tax on certain U.S. source payments, including interest (and OID),
dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type
which can produce U.S. source interest or dividends ("Withholdable Payments"), if paid to a foreign financial institution (including amounts paid to a
foreign financial institution on behalf of a holder), unless such institution enters into an agreement with the Treasury Department to collect and provide to
the Treasury Department substantial information regarding U.S. account holders, including certain account holders that are foreign entities with U.S.
owners, with such institution. A note may constitute an account for these purposes. The legislation also generally imposes a withholding tax of 30% on
Withholdable Payments made to a non-financial foreign entity unless such entity provides the withholding agent with a certification that it does not have
any substantial U.S. owners or a certification identifying the direct and indirect substantial U.S. owners of the entity.

P-14

The U.S. Treasury Department and the Internal Revenue Service have announced that withholding on payments of gross proceeds from a sale or
redemption of the notes will only apply to payments made after December 31, 2018. If we determine withholding is appropriate with respect to the notes,
we will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding. Account holders subject
to information reporting requirements pursuant to the Foreign Account Tax Compliance Act may include holders of the notes. Foreign financial
institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing the
Foreign Account Tax Compliance Act may be subject to different rules. Holders are urged to consult with their own tax advisors regarding the possible
implications of this legislation on their investment in the notes.

Supplemental Plan of Distribution (Conflicts of Interest)

BMOCM will purchase the notes from us at a purchase price reflecting the commission set forth on the cover page of this pricing supplement.
BMOCM has informed us that, as part of its distribution of the notes, it will reoffer the notes to other dealers who will sell them. Each such dealer, or each
additional dealer engaged by a dealer to whom BMOCM reoffers the notes, will receive a commission from BMOCM, which will not exceed the
commission set forth on the cover page.

Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or
commissions. The public offering price for investors purchasing the notes in these accounts may be less than 100% of the principal amount, as set forth on
the cover page of this document. Investors that hold their notes in these accounts may be charged fees by the investment advisor or manager of that
account based on the amount of assets held in those accounts, including the notes.

We will deliver the notes on a date that is greater than two business days following the Pricing Date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the notes more than two business days prior to the settlement date will be required to specify
alternative settlement arrangements to prevent a failed settlement.

We own, directly or indirectly, all of the outstanding equity securities of BMOCM, the agent for this offering. In accordance with FINRA Rule
5121, BMOCM may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.

You should not construe the offering of the notes as a recommendation of the merits of acquiring an investment linked to any Underlying Asset or
as to the suitability of an investment in the notes.
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Document Outline