Mr. Brian Skanderbeg of GFG Resources reports

GFG ANNOUNCES PRIVATE PLACEMENT FINANCING OF UP TO C$3.3 MILLION

GFG Resources Inc. has arranged a private placement to raise gross proceeds of up to $3.3-million. As part of the offering, Alamos Gold Inc. has committed to purchase securities in the offering to maintain its position at a 9.99-per-cent interest in the company upon completion of the offering.

The offering will consist of any combination of (i) units of the company at a price of 8.5 cents per unit; (ii) flow-through units of the company at a price of 10 cents per FT unit; and (iii) premium units of the company at a price of 12.16 cents per premium unit, subject to maximum aggregate gross proceeds of $3.3-million. 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 entitling the holder thereof to acquire one additional common share of the company at an exercise price of 13 cents for a period of 36 months from the date of issuance. 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) 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 13 cents 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.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the units, FT units and premium units will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to (i) the accredited investor and other available exemptions under NI 45-106; and (ii) with respect to the sale of up to 9,411,764 units, the listed issuer financing exemption under Part 5A of NI 45-106. With respect to the portion of the offering that is being completed pursuant to the listed issuer financing exemption, the securities issued to subscribers will not be subject to a hold period pursuant to applicable Canadian securities laws. With respect to the balance of the offering, the securities issued to subscribers will be subject to a statutory hold period of four months and one day from the closing date. There is an offering document on Form 45-106F19 related to the portion of the offering that is being completed pursuant to the listed issuer financing exemption that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The gross proceeds raised from the sale of the FT shares comprising 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.

The funds raised in this offering will focus on completing a 5,000-to-7,000-metre drill program to infill and expand the Montclerg and Aljo gold systems. In addition, the company is planning an aggressive summer field campaign to follow up on new orogenic gold and volcanogenic massive sulphide targets at the Dore gold project that have been generated out of the recent regional till survey completed in Q4 2023. The goal is to advance the best targets to drill-ready status by Q4 2024 for first-pass drill testing. The company is also active in applying new targeting concepts at its 475-square-kilometre Pen gold project west of Timmins.

The offering is scheduled to close on or about March 22, 2024, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The company may pay finder's fees on a portion of the offering of up to 6 per cent of the aggregate gross proceeds raised. The finder's fees shall be paid in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

It is anticipated that certain directors, officers and other insiders of the company will acquire Units under the offering. Such participation will be considered to be related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions adopted in the policy. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101).

About GFG Resources Inc.

GFG is a North American precious metals exploration company focused on district-scale gold projects in Tier 1 mining jurisdictions, Ontario and Wyoming. In Ontario, the company operates three gold projects, each large and highly prospective gold properties within the prolific gold district of Timmins, Ont., Canada. The projects have similar geological settings that host most of the gold deposits found in the Timmins gold camp which have produced over 70 million ounces of gold. The company also owns 100 per cent of the Rattlesnake Hills gold project, a district-scale gold exploration project located approximately 100 km southwest of Casper, Wyo., United States.

All scientific and technical information contained in this press release has been prepared under the supervision of Brian Skanderbeg, PGeo, president, chief executive officer and director of GFG, a qualified person within the meaning of National Instrument 43-101.

Sampling protocols, quality assurance and quality control measures, and geochemical results related to historic drill core samples quoted in this news release have not been verified by the qualified person and therefore must be regarded as estimates. Potential quantity and grade are conceptual in nature. There has been insufficient exploration to define a mineral resource on any of the company's properties, and it is uncertain if future exploration will result in any such property being delineated as a mineral resource.

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