File: Attachment FG Share Restructure 3-1 - Final.pdf

NEWS RELEASE FALCON GOLD CORP. Suite 200 3310 South Service Road

Burlington, Ontario, L7N 3M6 TEL: (604) 909-2070

www.falcongold.ca info@falcongold.ca

FG: TSXV 3FA: FRA

FOR IMMEDIATE RELEASE

Falcon Gold Announces 3-for-1 Share Consolidation to Optimize Capital Structure

Toronto, Ontario -- January 23, 2026 -- Falcon Gold Corp. (TSX-V: FG; FSE: 3FA; OTC-Pinks: FGLDF) ("Falcon" or the "Company) announces that its board of directors has approved a consolidation of the Company's issued and outstanding common shares, subject to acceptance by the TSX Venture Exchange.

The transaction contemplates a consolidation ratio of three (3) pre-consolidated common shares to one (1) post consolidation common share. No fractional shares will be issued.

The Company currently has approximately 188 million common shares outstanding. Following the consolidation, Falcon is expected to have approximately 62.7 million common shares outstanding, subject to rounding.

The consolidation is intended to optimize the Company's capital structure, improve market efficiency, and enhance flexibility as the Company advances its exploration portfolio and evaluates corporate and asset-level opportunities, including potential business combinations. With gold prices at record highs, management believes that a more efficient capital structure positions the Company to advance its assets and evaluate these opportunities effectively.

The consolidation will not result in any change to the Company's name, trading symbol, or business operations. Falcon will issue a further news release confirming the effective date of the consolidation following receipt of all required regulatory approvals.

Forward-Looking Statements

This document contains forward-looking statements as defined under applicable securities laws, including anticipated effects of the consolidation and potential corporate opportunities. Actual results may differ due to risks and uncertainties.

For further information, please contact: 2

Falcon Gold Corp. On Behalf of the Board of Directors

Karim Rayani Chief Executive Officer, Director Telephone: (604) 716-0551 Email: k@r7.capital

About Falcon Gold Corp.

Falcon is a Canadian mineral exploration company focused on generating, acquiring, and exploring opportunities in the Americas. Falcon's flagship project, the Central Canada Gold Mine, is approximately 20 km southeast of Agnico Eagle's Hammond Reef Gold Deposit which currently has an estimated 3.32 million ounces of gold (123.5 million tonnes grading 0.84 g/t gold) mineral reserves and 2.3 million ounces of measured and indicated mineral resources (133.4 million tonnes grading 0.54 g/t gold). Ref: https://www.agnicoeagle.com/English/exploration/exploration-projects/Hammond-Reef/default.aspx The Hammond Reef gold property lies on the Hammond shear zone, which is a northeast-trending splay off the Quetico Fault Zone ("QFZ") and may be the control for the gold deposit. The Central Gold property lies on a similar major northeast-trending splay of the QFZ. The neighboring properties results do not necessarily apply to the current project or property being disclosed

The Company holds multiple additional projects: a 49% interest in the Burton Gold property with Iamgold near Sudbury Ontario; Spitfire-Sunny Boy, claims in B.C.; Great Burnt Copper-Gold Project in Central Newfoundland, and most recently battery metals projects, Timmins West Nickel-Copper-Cobalt Property Ontario, Outarde Nickel-Copper-Cobalt Property, and the Nickel North property in Quebec.

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. 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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