File: Attachment 24-05-02 FG News Release - Tranche 1 Private Placement.pdf

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: TSX-V 3FA: FRA FGLDF: OTCQB

FALCON CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Vancouver, BC, May 2, 2024 FALCON GOLD CORP. (FG: TSX-V) (FRA: 3FA) (OTCQB: FGLDF) (the "Company") is pleased to announce that it has closed the first tranche of its non-brokered private placement (the "Private Placement") by issuing 9,000,000 flow-through shares of the Company (the "FT Shares") at $0.05 per FT Share for gross proceeds of $450,000.

In connection with the First Tranche, the Company paid finder's fees consisting of $31,500 cash and 630,000 finder's warrants (the "Finder Warrants") to GloRes Securities Inc. Each Finder Warrant entitles the holder thereof to acquire one common share (a "Warrant Share") at an exercise price of $0.10 per Warrant Share for a period of two years.

The gross proceeds from the First Tranche will be used for exploration and development of the Company's British Columbia, Ontario, Newfoundland, and Quebec projects. The gross proceeds from the issuance of all flow-through shares will be used to incur Canadian Exploration Expenses (CEE), and will qualify as "flow- through mining expenditures" under the Income Tax Act (Canada).

All securities issued pursuant to the First Tranche will be subject to a statutory hold period in accordance with applicable Canadian securities laws. The Private Placement is subject to final acceptance of the TSX Venture Exchange.

CONTACT INFORMATION:

Falcon Gold Corp. "Karim Rayani" Karim Rayani Chief Executive Officer, Director Telephone: (604) 716-1036 Email: info@falcongold.ca

Website: www.falcongold.ca Twiter: @FalconGoldCorp Facebook: @FalconGoldCorp LinkedIn: @FalconGoldCorp Instagram: @FalconGoldCorp

1|Page 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. 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. 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.

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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: TSX-V

3FA: FRA

FGLDF: OTCQB

FALCON CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Vancouver, BC, May 2, 2024 FALCON GOLD CORP. (FG: TSX-V) (FRA: 3FA) (OTCQB: FGLDF) (the "Company") is pleased to announce that it has closed the first tranche of its non-brokered private placement (the "Private Placement") by issuing 9,000,000 flow-through shares of the Company (the "FT Shares") at $0.05 per FT Share for gross proceeds of $450,000.

In connection with the First Tranche, the Company paid finder's fees consisting of $31,500 cash and 630,000 finder's warrants (the "Finder Warrants") to GloRes Securities Inc. Each Finder Warrant entitles the holder thereof to acquire one common share (a "Warrant Share") at an exercise price of $0.10 per Warrant Share for a period of two years.

The gross proceeds from the First Tranche will be used for exploration and development of the Company's British Columbia, Ontario, Newfoundland, and Quebec projects. The gross proceeds from the issuance of all flow-through shares will be used to incur Canadian Exploration Expenses (CEE), and will qualify as "flow-through mining expenditures" under the Income Tax Act (Canada).

All securities issued pursuant to the First Tranche will be subject to a statutory hold period in accordance with applicable Canadian securities laws. The Private Placement is subject to final acceptance of the TSX Venture Exchange.

CONTACT INFORMATION:

Falcon Gold Corp.

"Karim Rayani"

Karim Rayani

Chief Executive Officer, Director

Telephone: (604) 716-1036

Email: info@falcongold.ca

Website: www.falcongold.ca

Twitter: @FalconGoldCorp

Facebook: @FalconGoldCorp

LinkedIn: @FalconGoldCorp

Instagram: @FalconGoldCorp

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.

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.

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.