File: '\\swfile\EmailIn\20240430 155245 Attachment 24-04-30 FG News Release - $0.05 Private Placement.docx'

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FALCON GOLD CORP.

Suite 1100 - 1111 Melville St.

Vancouver, BC, V6E 3V6

VANCOUVER TEL: (604) 716-1036

TORONTO TEL: (416) 477-1220

www.falcongold.ca

info@falcongold.ca

NEWS RELEASE FG: TSXV

3FA: FRA

FGLDF: OTCQB

FALCON ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Vancouver, BC, April 30, 2024 - Falcon Gold Corp. (FG: TSXV) (3FA: FRA) (FGLDF: OTCQB) ("Falcon" or the "Company") announces that it has a arranged a non-brokered private placement of up to 9,000,000 flow-through shares (the "FT Shares") at $0.05 per FT Share and up to 1,200,000 units (the "Units") at $0.05 per Unit for aggregate gross proceeds of up to $510,000 (the "Private Placement").

Each Unit consists of one non-flow through share of the Company and one transferrable share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire an additional common share of the Company (a "Warrant Share") at an exercise price of $0.07 per Warrant Share for a period of three (3) 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 ("TSXV").

INVESTOR RELATIONS AGREEMENT

The Company has been requested by the TSXV 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 300,00 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.

CONTACT INFORMATION:

Falcon Gold Corp.

"Karim Rayani"

Karim Rayani

Chief Executive Officer, Director

Telephone: (604) 716-0551

Email: info@falcongold.ca

CHF Capital Markets

Cathy Hume

Chief Executive Officer

Telephone: (416) 868-1079 x 251

Email: cathy@chfir.com

Website: www.falcongold.ca

Twitter: @FalconGoldCorp

Facebook: @FalconGoldCorp

LinkedIn: @FalconGoldCorp

Instagram: @FalconGoldCorp

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Language and Forward-Looking Statements

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

File: Attachment 24-04-30 FG News Release - $0.05 Private Placement.pdf

NEWS RELEASE FALCON GOLD CORP. Suite 1100 1111 Melville St.

Vancouver, BC, V6E 3V6 VANCOUVER TEL: (604) 716-1036

TORONTO TEL: (416) 477-1220 www.falcongold.ca info@falcongold.ca

FG: TSXV 3FA: FRA FGLDF: OTCQB

FALCON ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Vancouver, BC, April 30, 2024 Falcon Gold Corp. (FG: TSXV) (3FA: FRA) (FGLDF: OTCQB) ("Falcon" or the "Company") announces that it has a arranged a non-brokered private placement of up to 9,000,000 flow- through shares (the "FT Shares") at $0.05 per FT Share and up to 1,200,000 units (the "Units") at $0.05 per Unit for aggregate gross proceeds of up to $510,000 (the "Private Placement").

Each Unit consists of one non-flow through share of the Company and one transferrable share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire an additional common share of the Company (a "Warrant Share") at an exercise price of $0.07 per Warrant Share for a period of three (3) 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 ("TSXV").

INVESTOR RELATIONS AGREEMENT

The Company has been requested by the TSXV 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 300,00 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.

CONTACT INFORMATION:

Falcon Gold Corp. "Karim Rayani"

Karim Rayani Chief Executive Officer, Director Telephone: (604) 716-0551 Email: info@falcongold.ca 2

CHF Capital Markets Cathy Hume Chief Executive Officer Telephone: (416) 868-1079 x 251 Email: cathy@chfir.com Website: www.falcongold.ca Twitter: @FalconGoldCorp Facebook: @FalconGoldCorp LinkedIn: @FalconGoldCorp Instagram: @FalconGoldCorp Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Language and Forward-Looking Statements This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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