Mr. Karim Rayani reports

FALCON ANNOUNCES PRIVATE PLACEMENT REPRICING

Falcon Gold Corp. has repriced its non-brokered private placement previously announced on Oct. 17, 2023, and increased the number of units offered.

The price per unit of the private placement has been repriced from 2.5 cents per unit to three cents per unit and the gross proceeds has increased from up to $150,000 to $300,000. Accordingly, the number of units offered has increased from up to six million to 10 million.

Each unit consists of one common share in the capital of the company and one share purchase warrant. Each warrant entitles the holder to purchase one additional share for a period of two years from the date of issuance at a price of five cents per share. The net proceeds from the private placement will be used for general working capital purposes.

Karim Rayani, chief executive officer and director, intends to acquire 1,666,667 units under the private placement, which participation would be considered to be a related party transaction as defined under Multilateral Instrument 61-101. Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The private placement is subject to TSX Venture Exchange approval. All shares issued pursuant to this offering and any shares issued pursuant to the exercise of warrants will be subject to a four-month-and-one-day hold period from the closing date.

We seek Safe Harbor.