Falcon’s Shareholder’s Approve Plan of Arrangement (Spin-Out) Of Subsidiary Latamark Resources

VANCOUVER, BC / ACCESSWIRE / September 27, 2022 / Falcon Gold Corp. (TSX-V:FG)(FRA:3FA)(OTCQB:FGLDF); ("Falcon" or the "Company"). Further to the Company's news release of August 10^th, 2022, the Company provides the following update on its previously announced plan of arrangement (the "Spin-Out").

At the Company's special shareholders meeting held on September 8, 2022, shareholders approved the Spin-Out and the Company's Arrangement Agreement with its wholly owned subsidiary, Latamark Resources Corp. ("Latamark"). Pursuant to the Arrangement Agreement, the Company will transfer its interest in the option agreement concerning the Esperanza gold project to Latamark in exchange for (i) Latamark issuing to the shareholders of the Company, one common share in the capital of Latamark (each, a "Latamark" Share") for every 5.8 common shares held in the Company, (ii) Latamark issuing 5,000,000 common shares to Falcon and (iii) Latamark assuming certain liabilities incurred, exploring or maintaining the property ("the Property Liabilities").

Following shareholder approval of the Spin-Out, Falcon received a final order from the Supreme Court of British Columbia approving the transaction on September 14, 2022, and the Company intends to proceed with the Spin-Out pending final approval of the TSX Venture Exchange (the "TSXV"). The Company will coordinate with its transfer agent and the TSXV regarding a record date and closing date for the distribution of Latamark Shares to the Falcon shareholders. Bulletins in that regard will follow. Shareholders are cautioned that there is no certainty that the Spin-Out will be completed on the terms currently proposed or at all. Additional information about the Spin-Out are detailed in the Company's Information Circular filed on the Company's profile on SEDAR at www.sedar.com.

The Property

The Esperanza gold-copper-silver property comprises seven mineral concessions covering an aggregate area of 11,072 hectares. High-grade gold mineralization was reportedly first discovered within the district around 1865 at the Callanas occurrences followed by limited mining conducted on a gold, silver, and copper zones. Other sites of historical small-scale mining within the Esperanza property include the El Espinillo, Callanas east and west, El Abrita, Cerro Alto, Las Lajas, and San Isidro gold-mineralized zones.