Mr. Luc Lessard reports

FALCO ANNOUNCES EXTENSION OF ITS SENIOR DEBTS

Falco Resources Ltd. has entered into binding agreements (i) with OR Royalties Inc. in order to extend the maturity date of the corporation's existing convertible secured senior loan from Dec. 31, 2025, to Dec. 31, 2026; and (ii) with Glencore Canada Corp. in order to extend the maturity date of the corporation's existing senior secured convertible debenture from Dec. 31, 2025, to Dec. 31, 2026.

Luc Lessard, president and chief executive officer of the corporation, commented: "The concurrent extensions of the corporation's senior debts demonstrate the strong relationship and long-standing support of OR Royalties and Glencore to Falco and the development of the Horne 5 project. Such extensions provide the corporation with additional flexibility to pursue the permitting and development of the Horne 5 project."

Amendments to the OR Royalties loan

In consideration for the extension of the maturity date of the OR Royalties loan, the OR Royalties loan will also be amended effective as of Dec. 31, 2025, in order for (i) the accrued interest on the existing OR Royalties loan to be capitalized such that the principal amount of the amended OR Royalties loan will be approximately $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 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 Dec. 31, 2025, 19,332,237 warrants, 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.

Amendments to the Glencore debenture

In consideration for the extension of the maturity date of the Glencore debenture, the Glencore debenture will also be amended effective as of Dec. 31, 2025, in order for (i) the accrued interest on the existing Glencore debenture up to Dec. 31, 2025, to be capitalized such that the principal amount of the amended Glencore debenture will be approximately $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 Dec. 31, 2025, 21,381,422 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, and expiring on Dec. 31, 2026.

The OR Royalties loan amendments and the issuance of the new OR Royalties warrants are considered related party transactions under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions. The OR Royalties transactions are exempt from the requirements to obtain a formal valuation pursuant to Section 5.5(b) of Regulation 61-101. However, Falco is required to obtain minority approval for the OR Royalties transactions as none of the exemptions contained under Regulation 61-101 are currently available to the corporation.

Closing of the OR Royalties transactions is conditional upon (i) obtaining minority approval of the shareholders of the corporation, excluding the common shares held by the directors and officers of OR Royalties, to be sought at the special meeting of shareholders of the corporation to be held on Dec. 15, 2025, (ii) approval of the TSX Venture Exchange, and (iii) concurrent closing of the Glencore debenture amendments and the issuance of the new Glencore warrants on the terms described herein.

Closing of the Glencore debenture amendments and the issuance of the new Glencore warrants is conditional upon (i) approval of the TSX Venture Exchange, and (ii) concurrent closing of the OR Royalties transactions on the terms described herein. Subject to satisfaction of such conditions, closing of the OR Royalties loan amendments and the Glencore debenture amendments, and closing of the OR Royalties transactions is expected to occur concurrently on Dec. 31, 2025. Additional information will be included in the management proxy circular to be filed at SEDAR+.

Prior to the transactions contemplated by this press release, OR Royalties held the OR Royalties loan in the principal amount of $23,881,821, which is convertible into 53,070,713 common shares and also held 17,690,237 existing OR Royalties warrants, representing approximately 17.01 per cent of the issued and outstanding common shares on a partially diluted basis assuming the conversion in full of the OR Royalties loan and the exercise in full of the 17,690,237 existing OR Royalties warrants. Immediately following closing, on a partially diluted basis assuming the conversion in full of the OR Royalties loan and the exercise in full of the new OR Royalties warrants, OR Royalties would have beneficial ownership of, or control and direction over 77,328,950 common shares, representing approximately 18.30 per cent of the common shares issued and outstanding.

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 67,000 hectares of land in the Noranda mining camp, which represents 67 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 Corp. is Falco's largest shareholder, with a 16-per-cent interest in the corporation.

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