BMOLF Bank of Montreal (PK)

Bank of Montreal

Market Linked Securities

Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to the Nasdaq-100 Index^® due July 22, 2026

Term Sheet to Preliminary Pricing Supplement No. ELN2764 dated July 5, 2024

******assumes a maximum return equal to the lowest possible maximum return that may be determined on the pricing date.

If the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the Index in excess of the buffer amount and will lose some, and possibly up to 90.00%, of the face amount of your securities at maturity.

On the date of the accompanying preliminary pricing supplement, the estimated initial value of the securities is $969.50 per security. The estimated initial value of the securities on the pricing date may differ from this value but will not be less than $929.00 per security. However, as discussed in more detail in the accompanying preliminary pricing supplement, the actual value of the securities at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement.

Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/927971/000121465924012007/o75241fwp.htm

·   if the ending level is greater than the starting level:

$1,000 plus the lesser of: (i) $1,000 × index return × upside participation rate; and (ii) the maximum return;

·   if the ending level is less than or equal to the starting level, but greater than or equal to the threshold level:

$1,000; or

·   if the ending level is less than the threshold level:

$1,000 + [$1,000 × (index return + buffer amount)]

*subject to change

** In addition, selected dealers may receive a fee of up to 0.10% for marketing and other services

Risks Relating To The Terms And Structure Of The Securities

·       If The Ending Level Is Less Than The Threshold Level, You Will Lose Some, And Possibly Up To 90.00%, Of The Face Amount Of Your Securities At Maturity.

·       No Periodic Interest Will Be Paid On The Securities.

·       Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Index.

·       The Securities Are Subject To Credit Risk.

·       Significant Aspects Of The Tax Treatment Of The Securities Are Uncertain.

·       The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.

Risks Relating To The Estimated Value Of The Securities And Any Secondary Market

·       The Estimated Value Of The Securities On The Pricing Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Offering Price.

·       The Terms Of The Securities Are Not Determined By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.

·       The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.

·       The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

·       The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

Risks Relating To The Index

·       The Maturity Payment Amount Will Depend Upon The Performance Of The Index And Therefore The Securities Are Subject To A Variety Of Risks, As Discussed In More Detail In The Accompanying Product Supplement.

·       An Investment In The Securities Is Subject To Risks Associated With Non-U.S. Securities.

Risks Relating To Conflicts Of Interest

·       Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.