Mr. Marc Lepage reports

GFG RECEIVES FINAL PAYMENT FROM THE SALE OF ITS RATTLESNAKE HILLS GOLD PROJECT

GFG Resources Inc. has received the final cash payment of $1-million from the sale of its Rattlesnake Hills gold project to Roxmore Resources Inc., previously referred to as Patriot Gold Vault Ltd., a wholly owned subsidiary of Axcap Ventures Inc. Under the terms of the transaction, Roxmore has paid GFG an aggregate payment of approximately $3.3-million (see press release dated Dec. 16, 2025).

Transaction terms

Roxmore has now acquired 100-per-cent interest in the project from the following terms:

• Cash payments totalling $2.7-million, consisting of:
  • $250,000 to GFG on signing of the binding letter of intent;
  • $250,000 to GFG upon the execution and delivery of a definitive agreement;
  • $1.2-million to GFG on closing of the transaction;
  • $1-million on Dec. 12, 2025.

Additional transaction terms:

• Roxmore issued to GFG 3,061,224 common shares of Roxmore having a deemed value of $581,633.
• Roxmore has assumed environmental liability for the project and has replaced GFG's $219,000 (U.S.) reclamation bond.
• If a National Instrument 43-101 resource estimate in the project reveals a mineral resource of greater than three million ounces of gold in a measured and indicated or inferred category, Roxmore will pay to GFG a further $1 per total mineral resource ounce in cash or common shares of Roxmore, at the election of Roxmore.

About GFG Resources Inc.

GFG is a North American precious metals exploration company focused on district-scale gold projects in Tier 1 mining jurisdictions. The company operates three gold projects, each hosting large and highly prospective gold properties within the prolific gold district of Timmins, Ont., Canada. The projects have similar geological settings that host most of the gold deposits found in the Timmins gold camp, which have produced over 70 million ounces of gold.

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