Mr. Brian Skanderbeg of GFG Resources reports

GFG CLOSES OVERSUBSCRIBED FINANCING

GFG Resources Inc. has closed its private placement financing for gross proceeds of $3-million. In connection with the offering, Alamos Gold Inc. purchased securities and will hold a 10.8-per-cent interest in the company.

Brian Skanderbeg, president and chief executive officer of GFG, commented: "This successful financing, along with the continued support from Alamos, is a testament to our long-term strategy, strong asset base and promising growth prospects. With a strong cash position, we have the capability to sustain our aggressive exploration strategy, with a focus on advancing the Aljo gold project to resource stage and making the next significant gold discovery in the world-class Timmins gold district through strategic growth and innovation.

"In the coming months, we are excited to receive and publish the results from the recently completed drill programs at the Aljo gold project and the Muskego and Chabot gold targets. These results will provide valuable insights as we continue to drive our exploration efforts forward and strive to unlock the full potential of our assets."

Pursuant to the offering, GFG issued 11,041,591 premium flow-through units of the company at a price of 27.17 cents per premium unit for gross proceeds of $3-million. Each premium unit consists of one common share of the company and one share purchase warrant entitling the holder thereof to acquire one additional common share of the company at an exercise price of 28 cents for a period of 24 months from the date of issuance. Each of the common shares and warrants comprising the premium units qualifies as a flow-through share for the purposes of the Income Tax Act (Canada).

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 42 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, through 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), an aggregate of two million premium 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 SEDAR+ and on the company's website. The balance of the premium units sold pursuant to the offering will be subject to a statutory hold period expiring on Sept. 3, 2025. The offering remains subject to the final approval of the TSX Venture Exchange.

Related-party transaction

Alamos purchased 1,397,906 units by way of a share purchase agreement with a third party on May 2, 2025, for a total purchase price of $265,602. Prior to the closing of the offering, Alamos held 29,152,306 common shares of GFG, representing a security holding percentage of approximately 10.7 per cent. Following the closing of the offering, Alamos will have beneficial ownership of, or control and direction over, 30,550,212 common shares and 1,397,906 warrants of GFG. Assuming exercise of the warrants, Alamos will have beneficial ownership of, or control and direction over, 31,948,118 common shares or 11.3 per cent 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's discretion. A copy of Alamos's November, 2024, early warning report is available on the SEDAR+ website or can be requested by contacting Scott K. Parsons, senior vice-president, investor relations, at SParsons@alamosgold.com, 416-368-9932 (extension 5439), or by mail at Brookfield Place, 181 Bay St., Suite 3910, Toronto, Ont., M5J 2T3.

In connection with the offering, the company paid a cash finder's fee on portions of the offering totalling $12,540.

Exploration agreement

In addition, as previously reported on March 20, 2025, the company has issued 111,111 common shares of the company to Apitipi Anicinapek Nation pursuant to its recently signed exploration agreement. These common shares are subject to a statutory hold period expiring on Sept. 3, 2025.

About GFG Resources Inc.

GFG is a North American precious metal exploration company focused on district-scale gold projects in Tier 1 mining jurisdictions. The company operates three gold projects, each hosting 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.

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