Falcon Oversubscribes Private Placement, Closes Final Tranche Total Proceeds Exceed $975,000

VANCOUVER, BC / ACCESSWIRE / January 6, 2025 / Falcon Gold Corp. (TSXV:FG)(FRA:3FA) ("Falcon" or the "Company") announces that it has closed the third tranche of its previously announced non-brokered private placement by issuing 6,666,660 Quebec flow-through units (the "QFT Units") at $0.045 per FT Unit for gross proceeds of $299,999.70 and 2,286,442 non-flow-through units (the "NFT Units") at $0.035 per NFT Unit for gross proceeds of $80,025.50 for aggregate gross proceeds of $380,025.20 (the "Private Placement").

In the three Tranches, the Company has raised a total of $975,025.17 and issued 14,000,000 FT Units, 6,666,660 QFT Units, and 3,286,442 NFT Units.

Each FT Unit consists of one common share of the Company issued as a "flow-through share" and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.08 per Warrant Share for a period of two (2) years.

Each QFT Unit consists of one common share of the Company issued as a "flow-through share" and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.08 per Warrant Share for a period of two (2) years.

Each NFT Unit consists of one non-flow-through share of the Company (a "NFT Share") and one share purchase warrant (a "NFT Unit Warrant"). Each NFT Unit Warrant entitles the holder thereof to acquire one Warrant Share at an exercise price of $0.05 per Warrant Share for a period of four (4) years.

The gross proceeds from the sale of the FT Units will be used to incur "Canadian exploration expenses" within the meaning of the Income Tax Act (Canada) on the Company's properties in the province of Newfoundland, Ontario and Quebec. The gross proceeds from the sale of the NFT Units will be used for general working capital and corporate purposes. None of the proceeds from the Private Placement will be used for payments to non-arm's length parties or persons conducting investor relations activities.

In connection with the Third Tranche, the Company paid finder's fees consisting of $20,999.98 cash and 465,666 finder's warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder thereof to acquire one Warrant Share at an exercise price of $0.08 per Warrant Share for a period of two (2) years.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

All securities issued pursuant to the Private Placement will be subject to a statutory hold period in accordance with applicable Canadian securities laws. The Private Placement is subject to approval of the TSX Venture Exchange.

CONTACT INFORMATION:

Falcon Gold Corp."Karim Rayani"

Karim RayaniChief Executive Officer, DirectorTelephone: (604) 716-0551Email: [email protected]

Cautionary Language and Forward-Looking Statements

This news release may contain forward looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, etc. Forward looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Falcon Gold Corp.