GFG Closes Private Placement Financing

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

SASKATOON, Saskatchewan, April 19, 2024 (GLOBE NEWSWIRE) -- GFG Resources Inc. (TSXV: GFG) (OTCQB: GFGSF) (“GFG” or the “Company”) has closed its private placement financing (the “Offering”) (see news release dated February 23, 2024) for gross proceeds of C$2,505,866. In connection with the Offering, Alamos Gold Inc. (“Alamos”) (TSX: AGI; NYSE: AGI) purchased securities to maintain their 9.9% interest in the Company.

Pursuant to the Offering, GFG issued (i) 9,278,635 units of the Company (“Units”) at a price of C$0.085 per Unit for gross proceeds of C$788,684; (ii) 9,697,000 "flow-through" units ("FT Units") at a price of C$0.10 per FT Unit for gross proceeds of C$969,700; and (iii) 6,147,059 premium units of the Company (“Premium Units”) at a price of C$0.1216 per Premium Unit for gross proceeds of C$747,482. Each Unit shall consist of one common share of the Company and one-half of one share purchase warrant, with each whole share purchase warrant (a “Warrant”) entitling the holder thereof to acquire one additional common share of the Company at an exercise price of C$0.13 for a period of 36 months from the date of issuance, subject to acceleration as defined below. Each FT Unit and each Premium Unit shall consist of one common share of the Company that will qualify as a “flow-through share” for the purposes of the Income Tax Act (Canada) (a "FT Share") and one-half of one Warrant.

If during the exercise period of the Warrants the closing price of the common shares of the Company is at a price equal to or greater than C$0.13 for a period of 10 consecutive trading days, GFG will have the right to accelerate the expiry date of the Warrants by giving notice, via a news release, to the holders of the Warrants that the Warrants will expire on the date that is 30 days after the issuance of said news release.

The gross proceeds raised from the sale of the FT Shares comprising, in part, the FT Units and Premium Units, will be used for exploration activities in Ontario that will qualify as “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)). The net proceeds raised from the sale of the Units and the Warrants comprising, in part, the FT Units and Premium Units, will be used for exploration activities on the Company’s projects in Ontario as well as for general working capital purposes.