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FG: TSX-V
Falcon Gold Corp. (TSXV: FG,OTC:FGLDF) (FSE: 3FA) (OTC-Pink: FGLDF) ("Falcon" or the "Company") announces a non-brokered private placement of up to 11,666,667 units (the "Units") at a price of C$0.03 per Unit for gross proceeds of up to C$350,000.
Each Unit will consist of one common share of the Company and one transferable common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of C$0.05 for a period of three (3) years from the date of issuance.
The net proceeds of the private placement will be used to advance the Company's Northwestern Ontario property portfolio and for general working capital.
Management may participate in the private placement. Any such participation will constitute a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration paid by, such related parties is expected to exceed 25% of the Company's market capitalization.
All securities issued pursuant to the private placement will be subject to a statutory hold period of four months and one day from the closing date, in accordance with applicable securities laws.
The Company may pay finder's fees in connection with the private placement, in accordance with the policies of the TSX Venture Exchange.
Completion of the private placement is subject to the approval of the TSX Venture Exchange and the satisfaction of customary closing conditions.
ON BEHALF OF THE BOARD OF DIRECTORS
Falcon Gold Corp.
About Falcon Gold Corp.
Falcon Gold Corp. is a Canadian mineral exploration company focused on the acquisition, exploration, and advancement of precious and battery metals opportunities across the Americas, with a portfolio spanning established mining camps and emerging exploration districts. Its flagship asset, the Central Canada Gold Project, is located approximately 20 kilometres southeast of Agnico Eagle's Hammond Reef Gold Deposit in northwestern Ontario. The project lies within the highly prospective Quetico Fault Zone, a major regional structural corridor interpreted as a key control on gold mineralization in the district. The Hammond Reef deposit is associated with a northeast-trending structural system linked to this broader regional framework, highlighting the significance of the geological setting. The Central Canada property has a documented exploration and development history spanning more than a century. Early work between 1901 and 1907 included shallow shaft development and small-scale production from high-grade material processed through stamp milling. Between 1930 and 1935, Central Canada Mines Ltd. further advanced the project with deeper underground development, crosscutting, and the installation of a small-scale gold mill. Subsequent exploration programs have included diamond drilling campaigns that returned multiple high-grade gold intercepts, supporting the presence of significant mineralization within the system. Beyond its flagship project, Falcon Gold maintains a diversified portfolio of Canadian exploration assets. This includes a 49% interest in the Burton Gold Property in partnership with IAMGOLD near Sudbury, Ontario, exploration-stage gold targets in British Columbia through the Spitfire and Sunny Boy claims, and the Great Burnt Copper-Gold Project in central Newfoundland.
Cautionary Language and Forward-Looking Statements
This news release may contain "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities laws, including but not limited to statements relating to the timing and content of future work programs, including planned drilling programs, geological interpretations, receipt of property titles, and other corporate and technical matters. Forward-looking statements are based on assumptions, expectations, estimates, and projections as of the date of this news release and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied herein. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "intend," "expect," "plan," "anticipate," "believe," "estimate," "project," "potential," or "continue," or the negative of these terms, or other comparable terminology. Forward-looking statements in this news release may include, but are not limited to, statements regarding planned drilling activities on the Central Canada Gold Project, which is currently permitted for up to 20 drill holes, and the interpretation and potential extension of mineralization along structural trends within the project area. There can be no assurance that the Company's exploration programs will proceed as currently contemplated or that they will achieve their intended objectives. Forward-looking statements are inherently subject to significant business, economic, competitive, and geological uncertainties and contingencies. Actual results may differ materially from those currently anticipated. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that plans, assumptions, or expectations will prove to be accurate.
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.
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SOURCE Falcon Gold Corp.
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