GFG Closes Private Placement Financing - Seite 2

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), an aggregate of 6,935,400 Units sold pursuant to the Offering have been issued pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106, and accordingly such securities will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document on Form 45-106F19 related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.gfgresources.com. The balance of the Units, FT Units and Premium Units sold pursuant to the Offering will be subject to a statutory hold period expiring on August 20, 2024.

Related Party Transaction
In connection with the Offering, GFG management and directors of the Company (collectively the “Insiders”), purchased a total of 3,200,000 Units and 497,000 FT Units. Insiders’ participation in the Offering constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is also relying on the exemption from minority shareholder approval requirements under MI 61-101, as the fair market value of the insiders’ participation in the Offering does not exceed 25% of the market capitalization of the Company.

Alamos purchased 3,000,000 Units at a price of C$0.085 each by way of a share purchase agreement with a third party on April 19, 2024, for a total purchase price of C$255,000 (the “Transaction”). Prior to the closing of the Offering, Alamos held 20,809,004 common shares and 3,843,303 warrants of GFG, representing a security holding percentage of approximately 11.24%, on a partially diluted basis. Following the closing of the Offering, Alamos will have beneficial ownership of, or control and direction over 23,809,004 common shares and 5,343,303 warrants of GFG. Assuming exercise of the warrants, Alamos will have beneficial ownership of, or control and direction over 29,152,307 common shares or 11.86% of the issued and outstanding common shares of GFG calculated as of the date of the Offering on a partially diluted basis. Alamos acquired the Units for investment purposes, which will be evaluated and may be increased or decreased from time to time at Alamos' discretion. A copy of Alamos’ early warning report will be available on the SEDAR+ website at www.sedarplus.ca or can be requested by contacting Scott K. Parsons, Senior Vice President, Investor Relations, at [e-mail], 416-368-9932 (ext. 5439) or by mail at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario M5J 2T3.