Mr. Luc Lessard reports

FALCO ANNOUNCES ELECTION OF DIRECTORS, APPOINTMENT OF NEW CHAIR OF THE BOARD AND CLOSING OF ITS SENIOR DEBT TRANSACTIONS

The five nominees listed in the management information circular dated Nov. 4, 2025, have been elected as directors of Falco Resources Ltd.

The corporation also announces that Alexander Dann has been appointed as chair of the board, effective immediately, succeeding Mario Caron, who will continue to serve as lead director. Mr. Dann has served on the board since 2021 and is a member of the corporation's audit committee. Members of the board and the management team of Falco thank Mr. Caron for his leadership and guidance as chair and are pleased that Falco will continue to benefit from his contributions as a member of the board.

Appointment and remuneration of auditor

PricewaterhouseCoopers LLP, chartered professional accountants, was appointed as the independent auditor of the corporation for the ensuing year.

Long-term incentive plan resolution

Shareholders approved the ordinary resolution with respect to the approval of the corporation's existing rolling 10-per-cent long-term incentive plan (LTIP).

OR Royalties amendments resolution

The majority of the disinterested shareholders approved the ordinary resolution with respect to the amendment of the corporation's existing convertible secured senior loan with OR Royalties Inc. and the issuance of 19,332,237 warrants of the corporation to OR Royalties, each exercisable at any time from and after Jan. 1, 2026, for one common share of Falco at an exercise price of 58 cents per common share and expiring on Dec. 31, 2026.

Closing of senior debt transactions with OR Royalties and Glencore

The corporation also confirms that the transactions previously announced on Oct. 31, 2025, with each of OR Royalties and Glencore Canada Corp. have successfully closed on the date hereof and will be effective as of Dec. 31, 2025.

OR Royalties loan

In connection with the extension of the maturity date of the OR Royalties loan, the OR Royalties loan was amended with effect as of the effective date in order for: (i) the accrued interest on the existing OR Royalties loan up to the effective date to be capitalized such that the principal amount of the amended OR Royalties loan will be $26,098,521; (ii) the conversion price to be maintained at 45 cents per common share; and (iii) the interest rate to be maintained at 9 per cent. The 17,690,237 common share purchase warrants of the corporation currently held by OR Royalties, each exercisable for one common share at an exercise price of 58 cents per common share, will remain outstanding in accordance with their terms until their expiry on Dec. 31, 2025. In consideration for the extension of the maturity date of the OR Royalties loan, the corporation will issue to OR Royalties, on the effective date, 19,332,237 OR Royalties warrants, each exercisable at any time from and after Jan. 1, 2026, for one common share at an exercise price of 58 cents per common share and expiring on Dec. 31, 2026.

Glencore debenture

In connection with the extension of the maturity date of the corporation's existing senior secured convertible debenture entered into with Glencore, the Glencore debenture was amended with effect as of the effective date in order for: (i) the accrued interest on the existing Glencore debenture up to the effective date to be capitalized such that the principal amount of the amended Glencore debenture will be $15,433,754; (ii) the conversion price to be maintained at 37 cents per common share; and (iii) the interest rate to be maintained at 10 per cent. The 19,424,944 common share purchase warrants currently held by Glencore will remain outstanding in accordance with their terms until their expiry on Dec. 31, 2025. In consideration for the extension of the maturity date of the Glencore debenture, the corporation will issue to Glencore, on the effective date, 21,381,422 common share purchase warrants, each exercisable at any time from and after Jan. 1, 2026, at an exercise price of: (i) 38 cents per common share for 15,061,158 of the new Glencore warrants; and (ii) 42 cents per common share for the remaining 6,320,264 new Glencore warrants, with the new Glencore warrants expiring on Dec. 31, 2026.

The common shares issuable upon conversion of the OR Royalties loan and the Glencore debenture will be subject to a hold period of four months from the effective date, in accordance with applicable Canadian securities laws. The OR Royalties warrants and the new Glencore warrants (and the underlying common shares issuable pursuant thereto) will be subject to a hold period of four months from the effective date, in accordance with applicable Canadian securities laws.

About Falco Resources Ltd.

Falco is one of the largest mineral claim holders in the province of Quebec, with an extensive portfolio of properties in the Abitibi-Temiscamingue greenstone belt. Falco holds rights to approximately 63,000 hectares of land in the Noranda camp, which represents 63 per cent of the camp as a whole and includes 13 former gold and base metal mining sites. Falco's main asset is the Horne 5 project, located beneath the former Horne mine, which was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development is Falco's largest shareholder, with an approximate 16-per-cent interest in the corporation.

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