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Registration Statement No.333-285508
\nFiled Pursuant to Rule 424(b)(2)

\nPricing Supplement dated October 29, 2026 to the Prospectus dated March 25, 2025,
\nthe Prospectus Supplement dated March 25, 2025 and the Product Supplement dated March 25, 2025

$\"\"$

US$2,256,000
\nSenior Medium-Term Notes, Series K
\nMarket Linked Notes due November 03, 2028
\nLinked to the Least Performing of the S&P 500® Index and the Russell 2000® Index

The notes are designed for investors who are seeking 1-to-1 positive return based on any appreciation\nin the level of the least performing of the S&P 500® Index and the Russell 2000® Index (each, a \"Reference Asset\"\nand, the least performing, the \"Least Performing Reference Asset\"), subject to the Maximum Redemption Amount (as defined below).\nInvestors must be willing to accept that the payment at maturity will not exceed the Maximum Redemption Amount.

The Maximum Redemption Amount is $1,182.50 for each $1,000 in principal amount (a 18.25% return on the\nnotes).

If the Final Level of the Least Performing Reference Asset decreases from its Initial Level, investors\nwill receive a cash amount at maturity that is equal to the principal amount.

Investing in the notes is not equivalent to a hypothetical direct investment in the Reference Assets.

The notes do not bear interest. 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 notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.

The CUSIP number of the notes is 06376MMF8.

Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See\n“Supplemental Plan of Distribution (Conflicts of Interest)” below.

The notes will not be subject to conversion into our common shares or the common shares of any of our\naffiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”).

Terms of the Notes:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Pricing Date:	October 29, 2026		Valuation Date:	October 31, 2028
Settlement Date:	November 03, 2026		Maturity Date:	November 03, 2028

\n \n \n \n \n \n \n \n \n \n \n

Price to Public¹

Agent’s Commission¹

Proceeds to Bank of Montreal¹

Per Note

Total

100%

$2,256,000.00

0.50%

$11,280.00

99.50%

$2,244,720.00

¹ The total “Agent’s Commission” and “Proceeds\nto Bank of Montreal” specified above reflect the aggregate amounts at the time Bank of Montreal established its hedge positions\non or prior to the Pricing Date, which may have been variable and fluctuated depending on market conditions at such times. Certain dealers\nwho purchased the notes for sale to certain fee-based advisory accounts may have foregone some or all of their selling concessions, fees\nor commissions. The public offering price for investors purchasing the notes in these accounts was between $995.00 and $1,000 per $1,000\nin principal amount. We or one of our affiliates will also pay a referral fee to certain dealers of up to 0.50% of the principal amount\nin connection with the distribution of the notes.

Investing in the notes involves risks, including\nthose described in the “Selected Risk Considerations” section beginning on page P-5 hereof, the “Additional Risk Factors\nRelating to the Notes” section beginning on page PS-5 of the product supplement, and the “Risk Factors” section beginning\non page S-1 of the prospectus supplement and on page 8 of the prospectus.

Neither the Securities and Exchange Commission\nnor any state securities commission has approved or disapproved of these notes or passed upon the accuracy of this document, the product\nsupplement, the prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense. The notes will be our\nunsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal Deposit Insurance Corporation,\nthe Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.

On the date hereof, based on the terms set forth\nabove, the estimated initial value of the notes is $981.30 per $1,000 in principal amount. However, as discussed in more detail below,\nthe 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:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Reference Assets:	The S&P 500® Index (ticker symbol \"SPX\") and the Russell 2000® Index (ticker symbol \"RTY\"). See \"The Reference Assets\" below for additional information.

Payment at Maturity:	\n If the Final Level of the Least Performing Reference Asset is greater\n than its Initial Level and the Percentage Change of the Reference Asset multiplied by the Upside Leverage Factor is greater than or equal\n to the Maximum Return, the payment at maturity for each $1,000 in principal amount of the notes will equal the Maximum Redemption Amount. \n \n If the Final Level of the Least Performing Reference Asset is greater\n than its Initial Level and the Percentage Change of the Least Performing Reference Asset multiplied by the Upside Leverage Factor is less\n than the Maximum Return, then the amount that investors will receive at maturity for each $1,000 in principal amount of the notes will\n equal: \n \n $1,000 + [$1,000 x (Percentage Change of the Least\n Performing Reference Asset x Upside Leverage Factor)] \n \n If the Final Level of the Least Performing Reference Asset is less\nthan or equal to its Initial Level, then investors will, for each $1,000 in principal amount of the notes, receive the principal amount\nof $1,000 and no additional return.

Upside Leverage Factor:	100.00%

Maximum Return:	18.25%

Maximum Redemption Amount:	The payment at maturity will not exceed the Maximum Redemption Amount of $1,182.50 per $1,000 in principal amount of the notes.

Least Performing Reference Asset:	The Reference Asset with the lowest Percentage Change.

Percentage Change:	\n With respect to each Reference Asset, the quotient, expressed as a percentage,\n of the following formula: \n \n (Final Level - Initial Level) \nInitial Level

Initial Level:²	7,720.39 with respect to SPX and 2,859.217 with respect to RTY, each of which was the respective closing level of that Reference Asset on the Pricing Date.

Final Level:	With respect to each Reference Asset, the closing level of that Reference Asset on the Valuation Date.

Pricing Date:	October 29, 2026

Settlement Date:	November 03, 2026

Valuation Date:¹	October 31, 2028

Maturity Date:¹	November 03, 2028

Calculation Agent:	BMOCM

Selling Agent:	BMOCM

¹ Subject to the occurrence of a market disruption event,\nas described in the accompanying product supplement.

² As determined by the calculation agent and subject to adjustment\nin certain circumstances. See \"General Terms of the Notes - Adjustments to a Reference Asset that Is an Index\" in the product\nsupplement for additional information.

Payoff Example

The following table shows the hypothetical payout\nprofile of an investment in the notes based on various hypothetical Final Levels (and the corresponding Percentage Change) of the Least\nPerforming Reference Asset, reflecting the 100.00% Upside Leverage Factor, and Maximum Return of 18.25%. Please see “Examples of\nthe Hypothetical Payment at Maturity for a $1,000 Investment in the Notes” below for more detailed examples.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Hypothetical Percentage Change \nof the Least Performing \nReference Asset	Participation in Percentage \nChange	Hypothetical Return of the \nNotes
\n 23.25% \n \n 18.25%	\n 100% Upside Exposure, subject to the Maximum\n Return \n	\n 18.25% \n \n 18.25%
\n 13.00% \n \n 7.00%	\n 100% Upside Exposure \n	\n 13.00% \n \n 7.00%
\n -10% \n \n -100%	\n No Upside Payment \n	\n 0% \n \n 0%

Additional Terms of the Notes

You should read this document together with the\nproduct supplement dated March 25, 2025, the prospectus supplement dated March 25, 2025 and the prospectus dated March 25, 2025. This\ndocument, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous\noral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas,\nstructures for implementation, sample structures, fact sheets, brochures or other educational materials of ours or the agent. You\nshould carefully consider, among other things, the matters set forth in Additional Risk Factors Relating to the Notes in the product supplement,\nas the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting\nand other advisers before you invest in the notes.

You may access these documents on the SEC website\nat 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 March 25, 2025:
\nhttps://www.sec.gov/Archives/edgar/data/927971/000121465925004741/g324250424b2.htm

Prospectus supplement dated March 25, 2025 and prospectus\ndated March 25, 2025:
\nhttps://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm

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

Selected Risk Considerations

An investment in the notes involves significant\nrisks. Investing in the notes is not equivalent to investing directly in the Reference Assets. These risks are explained in more detail\nin the “Additional Risk Factors Relating to the Notes” section of the product supplement.

Risks Related to the Structure or Features of the Notes

Your return on the notes is limited to the Maximum Redemption Amount, regardless of any appreciation in the levels of the Reference\nAssets. — The return on your notes will not be greater than the Maximum Redemption Amount. This will be the case even if the\nPercentage Change of each Reference Asset multiplied by the Upside Leverage Factor exceeds the Maximum Return.

Your return on the notes may be lower than the return on a conventional debt security of comparable maturity. — The\nreturn that you will receive on your notes may be less than the return you could earn on other investments. The notes do not provide for\ninterest payments and the payment you receive at maturity, if any, may be less than the principal amount of the notes. Even if your return\non the notes is positive, your return may be less than the return you would earn if you bought a conventional senior interest bearing\ndebt security of ours with the same maturity or if you invested directly in the Reference Assets. Your investment may not reflect the\nfull opportunity cost to you when you take into account factors that affect the time value of money.

The payments on the notes will be determined by reference to each Reference Asset individually, not to a basket, and the payments\non the notes will be based on the performance of the least performing Reference Asset. — The notes are not linked to a weighted\nbasket, in which the risk may be mitigated and diversified among each of the basket components. For example, in the case of notes linked\nto a weighted basket, the return would depend on the weighted aggregate performance of the basket components reflected as the basket return.\nAs a result, a decrease of the level of one basket component could be mitigated by the increase of the level of the other basket components,\nas scaled by the weighting of that basket component. However, in the case of the notes, the individual performance of each Reference Asset\nwill not be combined, and the performance of one Reference Asset will not be mitigated by any positive performance of any other Reference\nAssets. Instead, your return at maturity will depend solely on the Final Level of the Least Performing Reference Asset.

Risks Related to the Reference Assets

Owning the notes is not the same as a hypothetical direct investment in the Reference Assets or a security directly linked to the\nReference Assets. — The return on your notes will not reflect the return you would realize if you made a hypothetical direct\ninvestment in the Reference Assets or the underlying securities of the Reference Assets or a security directly linked to the performance\nof the Reference Assets or the underlying securities of the Reference Assets and held that investment for a similar period. Your notes\nmay trade quite differently from the Reference Assets. Changes in the level of a Reference Asset may not result in comparable changes\nin the market value of your notes. Even if the levels of the Reference Assets increase during the term of the notes, the market value\nof 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\nwhile the levels of the Reference Assets increase.

You will not have any shareholder rights and will have no right to receive any shares of any company included in a Reference Asset\nat maturity. — Investing in your notes will not make you a holder of any securities included in the Reference Assets. Neither\nyou nor any other holder or owner of the notes will have any voting rights, any right to receive dividends or other distributions, or\nany other rights with respect to such underlying securities.

We have no affiliation with any index sponsor and will not be responsible for any index sponsor's actions. — The sponsors\nof the Reference Assets are not our affiliates and will not be involved in the offering of the notes in any way. Consequently, we have\nno control over the actions of any index sponsor, including any actions of the type that would require the calculation agent to adjust\nthe payment to you at maturity. The index sponsors have no obligation of any sort with respect to the notes. Thus, the index sponsors\nhave no obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value\nof the notes. None of our proceeds from the issuance of the notes will be delivered to any index sponsor.

You must rely on your own evaluation of the merits of an investment linked to the Reference Assets. — In the ordinary\ncourse of their businesses, our affiliates from time to time may express views on expected movements in the levels of the Reference Assets\nor the prices of the securities included in the Reference Assets. One or more of our affiliates have published, and in the future may\npublish, research reports that express views on the Reference Assets or these securities. However, these views are subject to change from\ntime to time. Moreover, other professionals who deal in the markets relating to the Reference Assets at any time may have significantly\ndifferent views from those of our affiliates. You are encouraged to derive information concerning the Reference Assets from multiple sources,\nand you should not rely on the views expressed by our affiliates. Neither the offering of the notes nor any views which our affiliates\nfrom time to time may express in the ordinary course of their businesses constitutes a recommendation as to the merits of an investment\nin the notes.

Risks Relating to the Russell 2000® Index

An investment in the notes is subject to risks associated in investing in stocks with a small market capitalization. —\nThe Russell 2000® Index consists of stocks issued by companies with relatively small market capitalizations. These companies often\nhave greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies. As a result, the level\nof the Russell 2000® Index may be more volatile than that of a market measure that does not track solely small-capitalization stocks.\nStock prices of small-capitalization companies are also generally more vulnerable than those of large-capitalization companies to adverse\nbusiness and economic developments, and the stocks of small-capitalization companies may be thinly traded, and be less attractive to many\ninvestors if they do not pay dividends. In addition, small capitalization companies are typically less well-established and less stable\nfinancially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss\nof those individuals. Small capitalization companies tend to have lower revenues, less diverse product lines, smaller shares of their\ntarget markets, fewer financial resources and fewer competitive strengths than large-capitalization companies. These companies may also\nbe more susceptible to adverse developments related to their products or services.

General Risk Factors

Your investment is subject to the credit risk of Bank of Montreal. — Our credit ratings and credit spreads may adversely\naffect the market value of the notes. Investors are dependent on our ability to pay any amounts due on the notes, and therefore investors\nare subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or\nincrease in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the notes.

Potential conflicts. — We and our affiliates play a variety of roles in connection with the issuance of the notes, including\nacting as calculation agent. In performing these duties, the economic interests of the calculation agent and other affiliates of ours\nare potentially adverse to your interests as an investor in the notes. We or one or more of our affiliates may also engage in trading\nof securities included in a Reference Asset on a regular basis as part of our general broker-dealer and other businesses, for proprietary\naccounts, for other accounts under management or to facilitate transactions for our customers. Any of these activities could adversely\naffect the level of the Reference Assets and, therefore, the market value of, and the payments on, the notes. We or one or more of our\naffiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes\nin the performance of the Reference Assets. By introducing competing products into the marketplace in this manner, we or one or more of\nour 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\nis only an estimate, and is based on a number of factors. The price to public of the notes exceeds our initial estimated value, because\ncosts associated with offering, structuring and hedging the notes are included in the price to public, but are not included in the estimated\nvalue. These costs include any underwriting discount and selling concessions, the profits that we and our affiliates expect to realize\nfor 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\nother party. — Our initial estimated value of the notes as of the date hereof is derived using our internal pricing models.\nThis value is based on market conditions and other relevant factors, which include volatility of the Reference Assets, dividend rates\nand interest rates. Different pricing models and assumptions could provide values for the notes that are greater than or less than our\ninitial estimated value. In addition, market conditions and other relevant factors after the Pricing Date are expected to change, possibly\nrapidly, and our assumptions may prove to be incorrect. After the Pricing Date, the value of the notes could change dramatically due to\nchanges in market conditions, our creditworthiness, and the other factors set forth herein and in the product supplement. These changes\nare 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.\nOur initial estimated value does not represent a minimum price at which we or our affiliates would be willing to buy your notes in any\nsecondary market at any time.

The terms of the notes were not determined by reference to the credit spreads for our conventional fixed-rate debt. —\nTo determine the terms of the notes, we used an internal funding rate that represents a discount from the credit spreads for our conventional\nfixed-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\nsecondary market prices of the notes will likely be lower than the price to public. This is because any secondary market prices will likely\ntake into account our then-current market credit spreads, and because any secondary market prices are likely to exclude all or a portion\nof any underwriting discount and selling concessions, and the hedging profits and estimated hedging costs that are included in the price\nto 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\nto account for costs associated with establishing or unwinding any related hedge transaction, such as dealer discounts, mark-ups and other\ntransaction 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\nsecondary market transactions, if at all, will likely be lower than the price to public. Any sale that you make prior to the Maturity\nDate could result in a substantial loss to you.

Lack of liquidity. — The notes will not be listed on any securities exchange. BMOCM may offer to purchase the notes\nin 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\nyou 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\nyou 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 have carried out or may carry out hedging activities related\nto the notes, including purchasing or selling shares of securities included in the Reference Assets, futures or options relating to the\nReference Assets or securities included in the Reference Assets or other derivative instruments with returns linked or related to changes\nin the performance on the Reference Assets or securities included in the Reference Assets. We or our affiliates may also trade in the\nsecurities included in the Reference Assets or instruments related to the Reference Assets or such securities from time to time. Any of\nthese hedging or trading activities on or prior to the Pricing Date and during the term of the notes could adversely affect the payments\non the notes.

Many economic and market factors will influence the value of the notes. — In addition to the levels of the Reference\nAssets and interest rates on any trading day, the value of the notes will be affected by a number of economic and market factors that\nmay either offset or magnify each other, and which are described in more detail in the product supplement.

U.S. taxpayers will be required to pay taxes on the notes each year. — The notes will likely be treated as debt instruments\nsubject to special rules governing contingent payment debt instruments for U.S. federal income tax purposes. If you are a United States\nholder (as defined in the accompanying prospectus), you generally will be required to pay taxes on ordinary income over the term of the\nnotes based on the comparable yield for the notes, even though you will not receive any payments from us until maturity. This comparable\nyield is determined solely to calculate the amounts you will be taxed on prior to maturity and is neither a prediction nor a guarantee\nof what the actual yield will be. Any gain you may recognize on the sale or maturity of the notes will be ordinary income. Any loss you\nmay recognize upon the sale of the notes will generally be ordinary loss to the extent of the interest you included as income in the current\nor previous taxable years in respect of the notes and thereafter will be capital loss.

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

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

The following table illustrates the hypothetical\npayments on a note at maturity. The hypothetical payments are based on a $1,000 investment in the note, a hypothetical Initial Level of\n100.00, a hypothetical Maximum Return of 18.25%, a hypothetical Maximum Redemption Amount of $1,182.50, a range of hypothetical Final\nLevels and the effect on the payment at maturity.

The hypothetical examples shown below are intended\nto help you understand the terms of the notes. The actual cash amount that you will receive at maturity will depend upon the Final Level\nof the Least Performing Reference Asset.

Hypothetical Final Level of the \nLeast Performing Reference Asset	Hypothetical Final Level of the \nLeast Performing Reference Asset \nExpressed as a Percentage of its \nInitial Level	Hypothetical Payment at \nMaturity	Hypothetical Return on the Notes
200.00	200.00%	$1,182.50	18.25%
180.00	180.00%	$1,182.50	18.25%
160.00	160.00%	$1,182.50	18.25%
140.00	140.00%	$1,182.50	18.25%
120.00	120.00%	$1,182.50	18.25%
118.25	118.25%	$1,182.50	18.25%
110.00	110.00%	$1,100.00	10.00%
105.00	105.00%	$1,050.00	5.00%
100.00	100.00%	$1,000.00	0.00%
95.00	95.00%	$1,000.00	0.00%
90.00	90.00%	$1,000.00	0.00%
85.00	85.00%	$1,000.00	0.00%
80.00	80.00%	$1,000.00	0.00%
75.00	75.00%	$1,000.00	0.00%
0.00	0.00%	$1,000.00	0.00%

The following examples illustrate how the returns\nset forth in the table above are calculated.

Example 1: The level of the Least Performing Reference Asset decreases\nfrom the hypothetical Initial Level of 100.00 to a hypothetical Final Level of 90.00, representing a Percentage Change of -10.00%.\nBecause the Percentage Change of the Least Performing Reference Asset is negative, the investor receives a payment at maturity of $1,000.00\nper $1,000 in principal amount of the notes.

Example 2: The level of the Least Performing Reference Asset increases\nfrom the hypothetical Initial Level of 100.00 to a hypothetical Final Level of 110.00, representing a Percentage Change of 10.00%.\nBecause the hypothetical Final Level of the Least Performing Reference Asset is greater than its hypothetical Initial Level and the Percentage\nChange multiplied by the Upside Leverage Factor does not exceed the Maximum Return, the investor receives a payment at maturity of $1,100.00\nper $1,000 in principal amount of the notes, calculated as follows:

$1,000 + $1,000 x (10.00% x 100.00%) = $1,100.00

Example 3: The level of the Least Performing Reference Asset increases\nfrom the hypothetical Initial Level of 100.00 to a hypothetical Final Level of 140.00, representing a Percentage Change of 40.00%.\nBecause the hypothetical Final Level of the Least Performing Reference Asset is greater than its hypothetical Initial Level, and the Percentage\nChange multiplied by the Upside Leverage Factor exceeds the Maximum Return, the investor receives a payment at maturity of $1,182.50 per\n$1,000 in principal amount of the notes (the Maximum Redemption Amount). The return on the notes in this example is less than the Percentage\nChange of the Reference Asset.

U.S. Federal Tax Information

We intend to treat the notes, and in the opinion\nof our counsel, Mayer Brown LLP, the notes should be treated, as debt instruments subject to the special rules governing contingent payment\ndebt instruments for U.S. federal income tax purposes. Please see the discussion in the product supplement dated March 25, 2025 under\n“Supplemental Tax Considerations—Supplemental U.S. Federal Income Tax Considerations—Notes Treated as Indebtedness—Where\nthe Term of the Notes Exceeds One Year,” which applies to the notes, except the following disclosure which supplements, and to the\nextent inconsistent supersedes, the discussion in the product supplement.

Under current Internal Revenue Service guidance,\nwithholding on \"dividend equivalent\" payments (as discussed in the product supplement), if any, will not apply to notes that\nare issued as of the date of this pricing supplement unless such notes are \"delta-one\" instruments. Based on our determination\nthat the notes are not delta-one instruments, non-United States holders (as defined in the product supplement) should not generally be\nsubject to withholding on dividend equivalent payments, if any, under the notes.

Supplemental Plan of Distribution (Conflicts of Interest)

BMOCM will purchase the notes from us at a purchase\nprice reflecting the commission set forth on the cover hereof. BMOCM has informed us that, as part of its distribution of the notes, it\nwill reoffer the notes to other dealers who will sell them. Each such dealer, or each additional dealer engaged by a dealer to whom BMOCM\nreoffers the notes, will receive a commission from BMOCM, which will not exceed the commission set forth on the cover page. We or one\nof our affiliates will also pay a referral fee to certain dealers of up to 0.50% of the principal amount in connection with the distribution\nof the notes.

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

We will deliver the notes on a date that is greater than one business\nday following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),\ntrades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree\notherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the issue date will be required to\nspecify alternative settlement arrangements to prevent a failed settlement.

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

You should not construe the offering of the notes\nas a recommendation of the merits of acquiring an investment linked to the Reference Assets or as to the suitability of an investment\nin the notes.

BMOCM may, but is not obligated to, make a market\nin the notes. BMOCM will determine any secondary market prices that it is prepared to offer in its sole discretion.

We may use this pricing supplement in the initial\nsale of the notes. In addition, BMOCM or another of our affiliates may use this pricing supplement in market-making transactions in any\nnotes after their initial sale. Unless BMOCM or we inform you otherwise in the confirmation of sale, this pricing supplement is being\nused by BMOCM in a market-making transaction.

For a period of approximately three months following\nissuance of the notes, the price, if any, at which we or our affiliates would be willing to buy the notes from investors, and the value\nthat BMOCM may also publish for the notes through one or more financial information vendors and which could be indicated for the notes\non any brokerage account statements, will reflect a temporary upward adjustment from our estimated value of the notes that would otherwise\nbe determined and applicable at that time. This temporary upward adjustment represents a portion of (a) the hedging profit that we or\nour affiliates expect to realize over the term of the notes and (b) any underwriting discount and the selling concessions paid in connection\nwith this offering. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month\nperiod.

The notes and the related offer to purchase notes\nand sale of notes under the terms and conditions provided herein do not constitute a public offering in any non-U.S. jurisdiction, and\nare being made available only to individually identified investors pursuant to a private offering as permitted in the relevant jurisdiction.\nThe notes are not, and will not be, registered with any securities exchange or registry located outside of the United States and have\nnot been registered with any non-U.S. securities or banking regulatory authority. The contents of this document have not been reviewed\nor approved by any non-U.S. securities or banking regulatory authority. Any person who wishes to acquire the notes from outside the United\nStates should seek the advice or legal counsel as to the relevant requirements to acquire these notes.

British Virgin Islands. The notes have not\nbeen, and will not be, registered under the laws and regulations of the British Virgin Islands, nor has any regulatory authority in the\nBritish Virgin Islands passed comment upon or approved the accuracy or adequacy of this document. This pricing supplement and the related\ndocuments shall not constitute an offer, invitation or solicitation to any member of the public in the British Virgin Islands for the\npurposes of the Securities and Investment Business Act, 2010, of the British Virgin Islands.

Cayman Islands. Pursuant to the Companies\nLaw (as amended) of the Cayman Islands, no invitation may be made to the public in the Cayman Islands to subscribe for the notes by or\non behalf of the issuer unless at the time of such invitation the issuer is listed on the Cayman Islands Stock Exchange. The issuer is\nnot presently listed on the Cayman Islands Stock Exchange and, accordingly, no invitation to the public in the Cayman Islands is to be\nmade by the issuer (or by any dealer on its behalf). No such invitation is made to the public in the Cayman Islands hereby.

Dominican Republic. Nothing in this pricing\nsupplement constitutes an offer of securities for sale in the Dominican Republic. The notes have not been, and will not be, registered\nwith the Superintendence of Securities Market of the Dominican Republic (Superintendencia del Mercado de Valores), under Dominican Securities\nMarket Law No. 249-17 (“Securities Law 249-17”), and the notes may not be offered or sold within the Dominican Republic or\nto, or for the account or benefit of, Dominican persons (as defined under Securities Law 249-17 and its regulations). Failure to comply\nwith these directives may result in a violation of Securities Law 249-17 and its regulations.

Israel. This pricing supplement is intended\nsolely for investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended. A prospectus has not been prepared\nor filed, and will not be prepared or filed, in Israel relating to the notes offered hereunder. The notes cannot be resold in Israel other\nthan to investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended.

No action will be taken in Israel that would permit\nan offering of the notes or the distribution of any offering document or any other material to the public in Israel. In particular, no\noffering document or other material has been reviewed or approved by the Israel Securities Authority. Any material provided to an offeree\nin Israel may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have\nbeen provided directly by us or the selling agents.

Nothing in this pricing supplement or any other\noffering material relating to the notes, should be considered as the rendering of a recommendation or advice, including investment advice\nor investment marketing under the Law For Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 1995,\nto purchase any note. The purchase of any note will be based on an investor’s own understanding, for the investor’s own benefit\nand for the investor’s own account and not with the aim or intention of distributing or offering to other parties. In purchasing\nthe notes, each investor declares that it has the knowledge, expertise and experience in financial and business matters so as to be capable\nof evaluating the risks and merits of an investment in the notes, without relying on any of the materials provided.

Mexico. The notes have not been registered\nwith the National Registry of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered or\nsold publicly in Mexico. This pricing supplement and the related documents may not be publicly distributed in Mexico. The notes may only\nbe offered in a private offering pursuant to Article 8 of the Securities Market Law.

Switzerland. This pricing supplement is not\nintended to constitute an offer or solicitation to purchase or invest in any notes. Neither this pricing supplement nor any other offering\nor marketing material relating to the notes constitutes a prospectus compliant with the requirements of articles 35 et seq. of the Swiss\nFinancial Services Act (\"FinSA\") for a public offering of the notes in Switzerland and no such prospectus has been or will be\nprepared for or in connection with the offering of the notes in Switzerland.

Neither this pricing supplement nor any other offering\nor marketing material relating to the notes has been or will be filed with or approved by a Swiss review body (Prüfstelle). No application\nhas been or is intended to be made to admit the notes to trading on any trading venue (SIX Swiss Exchange or on any other exchange or\nany multilateral trading facility) in Switzerland. Neither this pricing supplement nor any other offering or marketing material relating\nto the notes may be publicly distributed or otherwise made publicly available in Switzerland.

The notes may not be publicly offered, directly\nor indirectly, in Switzerland within the meaning of FinSA except (i) in any circumstances falling within the exemptions to prepare a prospectus\nlisted in article 36 para. 1 FinSA or (ii) where such offer does not qualify as a public offer in Switzerland, provided always that no\noffer of notes shall require the Issuer or any offeror to publish a prospectus pursuant to article 35 FinSA in respect to such offer and\nthat such offer shall comply with the additional restrictions set out below (if applicable). The Issuer has not authorised and does not\nauthorise any offer of notes which would require the Issuer or any offeror to publish a prospectus pursuant to article 35 FinSA in respect\nof such offer. For purposes of this provision \"public offer\" shall have the meaning as such term is understood pursuant to article\n3 lit. g and h FinSA and the Swiss Financial Services Ordinance (\"FinSO\").

The notes do not constitute participations in a\ncollective investment scheme within the meaning of the Swiss Collective Investment Schemes Act. They are not subject to the approval of,\nor supervision by, the Swiss Financial Market Supervisory Authority (\"FINMA\"), and investors in the notes will not benefit from\nprotection under CISA or supervision by FINMA.

Prohibition of Offer to Private Clients in Switzerland\n- No Key Information Document pursuant to article 58 FinSA (Basisinformationsblatt für Finanzinstrumente) or equivalent document\nunder foreign law pursuant to article 59 para. 2 FinSA has been or will be prepared in relation to the notes. Therefore, the following\nadditional restriction applies: Notes qualifying as \"debt securities with a derivative character\" pursuant to article 86 para.\n2 FinSO may not be offered within the meaning of article 58 para. 1 FinSA, and neither this pricing supplement nor any other offering\nor marketing material relating to such notes may be made available, to any retail client (Privatkunde) within the meaning of FinSA in\nSwitzerland.

The notes may also be sold in the following jurisdictions,\nprovided, in each case, any sales are made in accordance with all applicable laws in such jurisdiction:

Barbados

Bermuda

Additional Information Relating to the Estimated Initial Value of\nthe Notes

Our estimated initial value of the notes on the\ndate hereof that is set forth on the cover hereof, equals the sum of the values of the following hypothetical components:

a fixed-income debt component with the same tenor as the notes, valued using our internal funding rate for structured notes; and

one or more derivative transactions relating to the economic terms of the notes.

The internal funding rate used in the determination\nof the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value\nof these derivative transactions is derived from our internal pricing models. These models are based on factors such as the traded market\nprices of comparable derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors.\nAs a result, the estimated initial value of the notes on the Pricing Date was determined based on the market conditions on the Pricing\nDate.

The Reference Assets

All disclosures contained in this pricing supplement\nregarding the Reference Assets, including, without limitation, their make-up, method of calculation, and changes in their components and\ntheir historical closing levels, have been derived from publicly available information prepared by the applicable sponsors. The information\nreflects the policies of, and is subject to change by, the sponsors. The sponsors own the copyrights and all rights to the Reference Assets.\nThe sponsors are under no obligation to continue to publish, and may discontinue publication of, the Reference Assets. Neither we nor\nBMO Capital Markets Corp. accepts any responsibility for the calculation, maintenance or publication of any Reference Asset or any successor.

We encourage you to review recent levels of the\nReference Assets prior to making an investment decision with respect to the notes.

The S&P 500® Index

The S&P 500^® Index (the “SPX”)\nincludes a representative sample of 500 companies in leading industries of the U.S. economy. The SPX is intended to provide a performance\nbenchmark for large-cap, U.S. domiciled equity markets. The 500 companies that are chosen for inclusion in the SPX are selected with an\naim of achieving a distribution by broad industry groupings that approximates the distribution of such groupings in the common stock population\nof the large-cap U.S.-domiciled equity market.

The SPX is calculated, maintained and published\nby S&P Dow Jones Indices LLC (“S&P”) and is part of the S&P Dow Jones Indices family of indices. Additional information\nis available on the following websites: spglobal.com/spdji/en/indices/equity/sp-500 and spglobal.com (the “SPX websites”).\nWe are not incorporating by reference the websites mentioned in the preceding sentence or any material included thereon in this document.

The level of the S&P 500^® Index\nis published on Bloomberg Professional^® service (“Bloomberg”) under the ticker symbol “SPX.”

Constituents

S&P intends for the SPX to provide a performance\nbenchmark for the large-cap U.S. domiciled equity markets. Constituent changes are made on an as-needed basis and there is no schedule\nfor constituent reviews. Index additions and deletions are announced with at least three business days advance notice. Less than three\nbusiness days’ notice may be given at the discretion of an index committee (the “S&P Index Committee”).

Certain types of organizational structures and securities\nare always excluded from the SPX, including, but not limited to, business development companies (BDCs), limited partnerships, limited\nliability companies (LLCs), closed-end funds, ETFs, ETNs, preferred stock and convertible preferred stock, convertible bonds, investment\ntrusts and American depositary receipts (ADRs). Stocks are deleted from the SPX when they are involved in mergers, acquisitions or significant\nrestructurings such that they no longer meet the inclusion criteria, and when they substantially violate one or more of the addition criteria.\nStocks that are delisted or moved to the pink sheets or the bulletin board are removed, and those that experience a trading halt may be\nretained or removed in S&P’s discretion. S&P evaluates additions and deletions with a view to maintaining SPX continuity.

Calculation and Maintenance

The SPX is calculated using a base-weighted aggregate\nmethodology. The level of the SPX on any day for which an index level is published is determined by a fraction, the numerator of which\nis the aggregate of the market price of each stock in the SPX times the number of shares of such stock included in the SPX, and\nthe denominator of which is the index divisor. The “market value” of any index stock is the product of the market price per\nshare of that stock times the number of the then-outstanding shares of such index stock that are then included in the SPX.

The “index divisor” is a value calculated\nby S&P that is intended to maintain conformity in index values over time and is adjusted for all changes in the index stocks’\nshare capital after the “base date” as described below. The level of the SPX reflects the total market value of all index\nstocks relative to the SPX’s base period of 1941-1943.

In addition, the SPX is float-adjusted, meaning\nthat the share counts used in calculating the SPX reflect only those shares available to investors rather than all of a company’s\noutstanding shares. S&P seeks to exclude shares held by long-term, strategic shareholders concerned with the control of a company\nby excluding all shareholdings of officers, directors and other related individuals whose holdings are publicly disclosed and all shareholdings\nwith a position greater than 5% of the outstanding shares of a company (other than the holdings of certain “passive” holders),\nfrom the float-adjusted share count.

S&P calculates an IWF for each stock that is\npart of the numerator of the float-adjusted index fraction described above:

IWF = (available float shares)/(total shares outstanding)

where available float shares is defined as total shares outstanding\nless shares held by strategic shareholders. In most cases, an IWF is reported to the nearest one percentage point. For companies with\nmultiple share class lines, a separate IWF is calculated for each share class line. For constituents included in the SPX prior to July 31,\n2017, all publicly listed multiple share class lines were included separately in the SPX, subject to such share class line satisfying\nthe SPX’s liquidity and float criteria and subject to certain exceptions. As of July 31, 2017, companies with multiple\nshare class lines are no longer eligible for inclusion in the SPX. Only common shares are considered when determining whether a company\nhas a multiple share class structure.

The SPX maintenance process involves maintaining\nquality assurance processes and procedures, adjusting the number of shares used to calculate the SPX, monitoring and completing the adjustments\nfor company additions and deletions, adjusting for stock splits and stock dividends and adjusting for other corporate actions. There is\na large range of corporate actions that may affect companies included in the SPX. Certain corporate actions require S&P to recalculate\nthe share count or the float adjustment or to make an adjustment to the divisor to prevent the value of the SPX from changing as a result\nof the corporate action. This helps ensure that the movement of the SPX does not reflect the corporate actions of individual companies\nin the SPX. Additional information regarding changes to the SPX that may result from corporate actions is available in the relevant methodology\non the SPX websites.

The methodology also provides information on what\nadjustments, if any, will be made for unexpected exchange closures or trading halts, including halts affecting an individual constituent\nwhile markets generally remain open.

The S&P Index Committee serves as the index\ngovernance body and oversees the design, maintenance, and publication of the SPX. In addition to its daily governance of indices and maintenance\nof the SPX methodology, at least once within any 12 month period, the S&P Index Committee reviews the SPX methodology. The S&P\nIndex Committee may at times consult with investors, market participants, security issuers included in or potentially included in the\nSPX, or investment and financial experts.

License Agreement

We and S&P Dow Jones Indices LLC (“S&P”)\nhave entered into a non-exclusive license agreement providing for the license to us and certain of our affiliates, in exchange for a fee,\nof the right to use the S&P 500® Index, in connection with certain securities, including the notes. The S&P 500® Index\nis owned and published by S&P.

The license agreement between S&P and us provides\nthat the following language must be set forth in this pricing supplement:

The notes are not sponsored, endorsed, sold or promoted\nby S&P Dow Jones Indices LLC, Dow Jones, Standard and Poor’s Financial Services LLC or any of their respective affiliates (collectively,\n“S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders\nof the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly\nor the ability of the S&P 500® Index to track general market performance. S&P Dow Jones Indices’ only relationship to\nus with respect to the S&P 500® Index is the licensing of the Index and certain trademarks, service marks and/or trade names of\nS&P Dow Jones Indices and/or its third party licensors. The S&P 500® Index is determined, composed and calculated by S&P\nDow Jones Indices without regard to us or the notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of holders\nof the notes into consideration in determining, composing or calculating the S&P 500® Index. S&P Dow Jones Indices are not\nresponsible for and have not participated in the determination of the prices, and amount of the notes or the timing of the issuance or\nsale of the notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P Dow\nJones Indices have no obligation or liability in connection with the administration, marketing or trading of the notes. There is no assurance\nthat investment products based on the S&P 500® Index will accurately track index performance or provide positive investment returns.\nS&P Dow Jones Indices LLC and its subsidiaries are not investment advisors. Inclusion of a security or futures contract within an\nindex is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, nor is it considered\nto be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial\nproducts unrelated to the notes currently being issued by us, but which may be similar to and competitive with the notes. In addition,\nCME Group Inc. and its affiliates may trade financial products which are linked to the performance of the S&P 500® Index. It is\npossible that this trading activity will affect the value of the notes.

S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY,\nACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500® INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING\nBUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES\nSHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS\nOR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO\nRESULTS TO BE OBTAINED BY US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® INDEX OR WITH RESPECT\nTO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR\nANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST\nTIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.\nTHERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS\nOF S&P DOW JONES INDICES.

S&P® is a registered trademark of Standard\n& Poor’s Financial Services LLC and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC. These trademarks\nhave been licensed for use by Bank of Montreal. “Standard & Poor’s®”, “S&P 500®” and “S&P®”\nare trademarks of S&P. The notes are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation regarding\nthe advisability of investing in the notes.

The Russell 2000® Index

The Russell 2000^® Index (the “RTY”)\nis intended to measure the composite price performance of stocks of 2,000 companies determined to be part of the U.S. equity market. The\nRTY consists of the smallest 2,000 companies, by market capitalization, that are included in the Russell 3000^® Index,\nwhich itself is composed of the 3,000 largest U.S. companies as determined by market capitalization that are traded on a major U.S. exchange.\nThe RTY is designed to track the performance of the small capitalization segment of the U.S. equity market.

The RTY is calculated, published and disseminated\nby FTSE Russell, which is a trading name of FTSE International Limited, Frank Russell Company, FTSE Global Debt Capital Markets Limited\n(and its subsidiary FTSE Global Debt Capital Markets Inc), FTSE Fixed Income LLC, FTSE (Beijing) Consulting Limited and FTSE EU SAS (together,\n“FTSE Russell”). The RTY is a subset of the Russell U.S. indices. Additional information is available at lseg.com/en/ftse-russell/indices/russell-us\n(the “RTY website”). We are not incorporating by reference the website mentioned in the preceding sentence or any material\nincluded thereon in this document.

The level of the RTY is published on Bloomberg Professional^®\nservice (“Bloomberg”) under the ticker symbol “RTY”.

Constituents

Members of the RTY are determined each year during\nsemiannual reconstitution and enhanced quarterly with the addition of initial public offerings (IPOs).

All companies that are determined to be part of\nthe U.S. equity market under FTSE Russell’s country-assignment methodology are included in the Russell U.S. indices and all securities\neligible for inclusion in Russell U.S. indices must trade on an eligible U.S. exchange. The eligible U.S. exchanges are: CBOE, NYSE, NYSE\nAmerican, NASDAQ and ARCA.

Certain securities, including but not limited to,\npreferred and convertible preferred stock, redeemable shares, participating preferred stock, warrants, rights, and trust receipts are\nnot included in the Russell U.S. Indices. Certain types of issuers, including but not limited to, business development companies, exchange\ntraded funds, mutual funds, limited liability companies, closed-end investment companies, blank-check companies, special-purpose acquisition\ncompanies and limited partnerships, are also not eligible for inclusion.

Russell U.S. indices are reconstituted semiannually.\nOn the rank day in May and October of each year, all eligible securities are ranked by their total market capitalization. Reconstitution\nthen occurs on the fourth Friday in June and the second Friday in December, and a full calendar for reconstitution is published each spring.\nEligible IPOs are added to the Russell U.S. indices quarterly.

Calculation and Maintenance

After membership is determined, a security’s\nshares are adjusted to include only those shares available to the public, which is often referred to as “free float.” The\npurpose of this adjustment is to exclude from market calculations the capitalization that is not available for purchase and is not part\nof the investable opportunity set. Stocks are weighted in the Russell U.S. indices by their available (also called “float-adjusted”)\nmarket capitalization, which is calculated by multiplying the primary closing price by the available shares. Adjustments to shares are\nreviewed at reconstitution, during quarterly update cycles and for corporate actions such as mergers.

Certain types of shares are considered restricted\nand removed from total market capitalization to arrive at free float or available market capitalization, such as shares directly owned\nby State, Regional, Municipal and Local governments (excluding shares held by independently managed pension schemes for governments),\nshares held by directors, senior executives and managers of the company, and by their family and direct relations, and by companies with\nwhich they are affiliated, and shares with high shareholding concentration, etc.

FTSE Russell adjusts the RTY in response to certain\ncorporate actions and events, both to reflect the evolution of securities and to ensure that the indexes remain representative of the\nU.S. equity market. A company’s membership and its weight in the RTY can be impacted by these corporate actions. Additional information\nregarding changes to the RTY that may result from corporate actions is available in the relevant methodology on the RTY website.

FTSE Russell reviews the methodology of the RTY\non a yearly basis. The FTSE Russell index governance board may consider the feedback from market consultations before granting approval\nof significant changes.

License Agreement

“Russell 2000®” and “Russell\n3000®” are trademarks of FTSE Russell and have been licensed for use by us.

The notes are not sponsored, endorsed, sold or promoted\nby FTSE Russell. FTSE Russell makes no representation or warranty, express or implied, to the owners of the notes or any member of the\npublic regarding the advisability of investing in securities generally or in the notes particularly or the ability of the Russell 2000®\nIndex to track general stock market performance or a segment of the same. FTSE Russell's publication of the Russell 2000® Index in\nno way suggests or implies an opinion by FTSE Russell as to the advisability of investment in any or all of the securities upon which\nthe Russell 2000® Index is based. FTSE Russell's only relationship to the Issuer is the licensing of certain trademarks and trade\nnames of FTSE Russell and of the Russell 2000® Index which is determined, composed and calculated by FTSE Russell without regard to\nthe Issuer or the notes. FTSE Russell is not responsible for and has not reviewed the notes nor any associated literature or publications\nand FTSE Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. FTSE Russell\nreserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell 2000® Index. FTSE\nRussell has no obligation or liability in connection with the administration, marketing or trading of the notes.

FTSE RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR\nTHE COMPLETENESS OF THE RUSSELL 2000® INDEX OR ANY DATA INCLUDED THEREIN AND FTSE RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS,\nOMISSIONS, OR INTERRUPTIONS THEREIN. FTSE RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, INVESTORS,\nOWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL 2000® INDEX OR ANY DATA INCLUDED THEREIN. FTSE RUSSELL\nMAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE\nOR USE WITH RESPECT TO THE RUSSELL 2000® INDEX OR ANY DATA INCLUDED HEREIN WITHOUT LIMITING ANY OF THE FOREGOING. IN NO EVENT SHALL\nFTSE RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED\nOF THE POSSIBILITY OF SUCH DAMAGES.

Validity of the Notes

In the opinion of Osler, Hoskin & Harcourt LLP,\nthe issue and sale of the notes has been duly authorized by all necessary corporate action of the Bank in conformity with the Senior Indenture,\nand when this pricing supplement has been attached to, and duly notated on, the master note that represents the notes, the notes will\nhave been validly executed and issued and, to the extent validity of the notes is a matter governed by the laws of the Province of Ontario,\nor the laws of Canada applicable therein, and will be valid obligations of the Bank, subject to the following limitations (i) the enforceability\nof the Senior Indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act\n(Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws affecting\nthe enforcement of creditors’ rights generally; (ii) the enforceability of the Senior Indenture may be limited by equitable principles,\nincluding the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a\ncourt of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian\ncurrency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the enforceability\nof the Senior Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses\nno opinion as to whether a court may find any provision of the Senior Debt Indenture to be unenforceable as an attempt to vary or exclude\na limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario\nand the federal laws of Canada applicable thereto. In addition, this opinion is subject to customary assumptions about the trustee’s\nauthorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in\nthe letter of such counsel dated March 25, 2025, which has been filed as Exhibit 5.3 to Bank of Montreal’s Form 6-K filed with the\nSEC and dated March 25, 2025.

In the opinion of Mayer Brown LLP, when this pricing\nsupplement has been attached to, and duly notated on, the master note that represents the notes, and the notes have been issued and sold\nas contemplated herein, the notes will be valid, binding and enforceable obligations of Bank of Montreal, entitled to the benefits of\nthe Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts\nof reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing\nand the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as\nthis opinion involves matters governed by the laws of the Province of Ontario, or the laws of Canada applicable therein, Mayer Brown LLP\nhas assumed, without independent inquiry or investigation, the validity of the matters opined on by Osler, Hoskin & Harcourt LLP,\nCanadian legal counsel for the issuer, in its opinion expressed above. This opinion is subject to customary assumptions about the trustee’s\nauthorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on\nthe Bank of Montreal and other sources as to certain factual matters, all as stated in the legal opinion of Mayer Brown LLP dated March\n25, 2025, which has been filed with the SEC as an exhibit to a report on Form 6-K by the Bank of Montreal on March 25, 2025.

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