Mr. Karim Rayani reports

FALCON ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Falcon Gold Corp. has arranged a non-brokered private placement of up to nine million flow-through shares at five cents per FT share and up to 1.2 million units at five cents per unit for aggregate gross proceeds of up to $510,000.

Each unit consists of one non-flow through share of the company and one transferrable share purchase warrant. Each warrant entitles the holder thereof to acquire an additional common share of the company at an exercise price of seven cents per warrant share for a period of three years.

The gross proceeds from the sale of the FT shares will be used for exploration and development of the company's British Columbia, Ontario, Newfoundland and Quebec projects. The gross proceeds from the sale of the units will be used for general working capital purposes.

Finders' fees may be paid in connection with the private placement. All securities issued pursuant to the private placement will be subject to a statutory hold period in accordance with applicable Canadian securities laws. The private placement is subject to approval of the TSX Venture Exchange.

Investor relations agreement

The company has been requested by the TSX-V to issue a clarification on its engagement of CHF Capital Markets (CHF) to provide capital market services as previously announced on March 1, 2024. CHF is an arm's-length party to the company and, other than the 300,000 stock options granted on March 1, 2024, currently has no interest, directly or indirectly, in the company or its securities. CHF may acquire shares for investment purposes. In addition to a monthly fee of $6,500 plus applicable taxes, CHF is also entitled to receive payment of $500 per month or $6,000 annually for social media advertisement.

We seek Safe Harbor.